UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

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

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


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

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

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


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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

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


<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                                                        14

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

  Item 3 - Quantitative and Qualitative Disclosures about Market Risk        29

  Item 4 - Controls and Procedures                                           30

PART II - OTHER INFORMATION                                                  31

  Item 1 - Legal Proceedings                                                 31

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

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

  Item 5 - Other Information                                                 32

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

  Signatures                                                                 34

  Exhibits                                                                   35



<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,
they mean making forward-looking  statements. A number of factors, some of which
are beyond the  Company's  ability to predict or  control,  could  cause  future
results to differ materially from those contemplated.  These factors include but
are not limited to:

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

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



                                      -1-
<PAGE>
<TABLE>
<CAPTION>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                TRICO BANCSHARES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                                                  (Unaudited)               (Unaudited)
                                                                  At June 30,             At December 31,
                                                            2004              2003             2003
                                                      -------------------------------   -----------------
<S>                                                         <C>               <C>              <C>
Assets:
     Cash and due from banks                              $65,512           $65,051          $80,603
     Federal funds sold                                         -             3,200              326
                                                      -------------------------------   -----------------
         Cash and cash equivalents                         65,512            68,251           80,929

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

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

</TABLE>

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


                                      -2-
<PAGE>
<TABLE>
<CAPTION>

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

                                                 Three months ended June 30,Six months ended June 30,
                                                    2004            2003       2004           2003
                                               --------------------------------------------------------
<S>                                                 <C>             <C>        <C>            <C>
Interest Income:
  Interest and fees on loans                      $17,551         $14,713    $34,290        $27,702
  Interest on federal funds sold                        1              18         11            102
  Interest on investment securities
    available for sale
      Taxable                                       2,638           2,939      5,359          5,683
      Tax exempt                                      438             491        880          1,023
                                               --------------------------------------------------------
      Total interest income                        20,628          18,161     40,540         34,510
                                               --------------------------------------------------------
Interest Expense:
  Interest on interest-bearing demand deposits        105             132        205            250
  Interest on savings                                 857             906      1,764          1,626
  Interest on time certificates of deposit          1,425           2,023      2,867          3,982
  Interest on short-term borrowing                    150              63        184             63
  Interest on long-term debt                          320             321        640            639
  Interest on junior subordinated debt                230               -        441              -
                                               --------------------------------------------------------
      Total interest expense                        3,087           3,445      6,101          6,560
                                               --------------------------------------------------------
Net Interest Income                                17,541          14,716     34,439         27,950
                                               --------------------------------------------------------
Provision for loan losses                           1,300             150      1,950            300
                                               --------------------------------------------------------
Net Interest Income After Provision for
  Loan Losses                                      16,241          14,566     32,489         27,650
                                               --------------------------------------------------------
Noninterest Income:
  Service charges and fees                          4,910           3,985      8,991          7,485
  Gain on sale of loans                               433           1,319      1,058          2,452
  Commissions on sale of non-deposit
    investment products                               615             461      1,129            909
  Other                                               984             789      1,519          1,104
                                               --------------------------------------------------------
  Total Noninterest Income                          6,942           6,554     12,697         11,950
                                               --------------------------------------------------------
Noninterest Expense:
  Salaries and related benefits                     8,440           7,636     16,607         14,513
  Other                                             6,972           6,732     13,151         12,506
                                               --------------------------------------------------------
  Total Noninterest Expense                        15,412          14,368     29,758         27,019
                                               --------------------------------------------------------
Income Before Income Taxes                          7,771           6,752     15,428         12,581
                                               --------------------------------------------------------
  Provision for income taxes                        2,924           2,498      5,804          4,714
                                               --------------------------------------------------------
Net Income                                         $4,847          $4,254     $9,624         $7,867
                                               --------------------------------------------------------
Other Comprehensive (Loss) Income:
  Change in unrealized (loss) gain on
      securities available for sale, net           (4,410)            745     (3,798)         1,130
                                               --------------------------------------------------------
Comprehensive Income                                 $437          $4,999     $5,826         $8,997
                                               ========================================================
Average Shares Outstanding                         15,640          15,593     15,628         14,867
Diluted Average Shares Outstanding                 16,215          16,042     16,214         15,316
Per Share Data
  Basic Earnings                                    $0.31           $0.27      $0.62          $0.53
  Diluted Earnings                                  $0.30           $0.27      $0.59          $0.51
  Dividends Paid                                    $0.11           $0.10      $0.21          $0.20

</TABLE>

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


                                      -3-
<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, 2002        $50,472    $46,239       $2,303       $99,014
  Net income for the period                    7,867                      7,867
  Stock issued, including
    stock option tax benefits      18,527                                18,527
  Exercise of stock options,
    including tax benefits          1,016                                 1,016
  Dividends                                   (2,987)                    (2,987)
  Unrealized gain on securities
    available for sale, net                                 1,130         1,130
                                 -----------------------------------------------
Balance, June 30, 2003            $70,015    $51,119       $3,433      $124,567
                                 ===============================================

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

See accompanying notes to unaudited condensed consolidated financial statements





                                      -4-
<PAGE>
<TABLE>
<CAPTION>

                                TRICO BANCSHARES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands, unaudited)
                                                                       For the six months
                                                                         ended June 30,
                                                                     2004               2003
                                                                 -------------------------------
<S>                                                                    <C>                <C>
Operating Activities:
   Net income                                                       $9,624             $7,867
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation and amortization of property and equipment       1,625              1,323
       Amortization of intangible assets                               673                552
       Provision for loan losses                                     1,950                300
       Amortization of investment securities premium, net            1,009              1,819
       Investment security gains net                                     -               (100)
       Originations of loans for resale                            (55,376)          (115,962)
       Proceeds from sale of loans originated for resale            55,929            117,135
       Gain on sale of loans                                        (1,058)            (2,452)
       Amortization of mortgage servicing rights                       406                543
       Reduction of mortgage servicing rights valuation allowance     (600)                 -
       Gain on sale of other real estate owned                        (182)               (60)
       Gain on sale of fixed assets                                    (12)                (3)
       Change in assets and liabilities:
         (Increase) decrease in interest receivable                    (42)               185
         Decrease in interest payable                                 (366)              (386)
         (Increase) decrease in other assets and liabilities        (3,112)             3,329
                                                                 -------------------------------
Net Cash Provided by Operating Activities                           10,468             14,090
                                                                 -------------------------------
Investing Activities:
   Net cash obtained in mergers and acquisitions                         -              7,450
   Proceeds from maturities of securities available-for-sale        41,225            122,570
   Proceeds from sale of securities available-for-sale                   -             12,139
   Purchases of securities available-for-sale                      (41,438)          (109,717)
   Net increase in loans                                           (97,417)           (90,439)
   Proceeds from sale of premises and equipment                        539                 10
   Purchases of property and equipment                              (1,407)            (1,555)
   Proceeds from sale of other real estate owned                       478                 60
   Purchase of life insurance                                            -            (18,910)
                                                                 -------------------------------
Net Cash Used by Investing Activities                              (98,020)           (78,392)
                                                                 -------------------------------
Financing Activities:
   Net increase in deposits                                         30,529             42,319
   Net increase in Federal funds purchased                          26,500             17,400
   Issuance of junior subordinated debt                             20,619                  -
   Payments of principal on long-term debt agreements                  (21)               (19)
   Repurchase of Common Stock                                       (2,793)
   Dividends paid                                                   (3,275)            (2,987)
   Exercise of stock options/issuance of Common Stock                  576                570
                                                                 -------------------------------
Net Cash Provided by Financing Activities                           72,135             57,283
                                                                 -------------------------------
Net Decrease in Cash and Cash Equivalents                          (15,417)            (7,019)
                                                                 -------------------------------
Cash and Cash Equivalents and Beginning of Period                   80,929             75,270
                                                                 -------------------------------
Cash and Cash Equivalents at End of Period                         $65,512            $68,251
                                                                 ===============================
Supplemental Disclosure of Noncash Activities:
   Unrealized (loss) gain on securities available for sale         ($6,477)            $1,830
   Loans transferred to other real estate owned                          -               $619
Supplemental Disclosure of Cash Flow Activity:
   Cash paid for interest expense                                   $6,467             $6,872
   Cash paid for income taxes                                       $7,460             $3,010
   Income tax benefit from stock option exercises                      $26               $446
The acquisition of North State National Bank
   Involved the following:
   Common stock issued                                                                $18,527
   Liabilities assumed                                                               $126,722
   Fair value of assets acquired, other than cash
     and cash equivalents                                                           ($119,102)
   Core deposit intangible                                                            ($3,365)
   Goodwill                                                                          ($15,332)
   Net cash and cash equivalents received                                              $7,450

See accompanying notes to unaudited condensed consolidated financial statements

</TABLE>


                                      -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 periods  presented.  The interim results for the three and six month
periods  ended  June 30,  2004 are not  necessarily  indicative  of the  results
expected for the full year. These unaudited  consolidated  financial  statements
should be read in conjunction with the audited consolidated financial statements
and accompanying  notes as well as other  information  included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2003.

Principles of Consolidation

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

Nature of Operations

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

Use of Estimates in the Preparation of Financial Statements

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

Investment Securities

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

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

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


                                      -6-
<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,  and timely
collection  of interest or principal or when a loan becomes  contractually  past
due by 90 days or more with respect to interest or principal.  When loans are 90
days past due, but in Management's  judgment are well secured and in the process
of collection,  they may not be classified as nonaccrual.  When a loan is placed
on  nonaccrual  status,  all interest  previously  accrued but not  collected is
reversed.  Income on such loans is then  recognized only to the extent that cash
is received and where the future  collection of principal is probable.  Interest
accruals are resumed on such loans only when they are brought fully current with
respect to interest and principal and when, in the judgment of  Management,  the
loans are estimated to be fully collectible as to both principal and interest.

Allowance for Loan Losses

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

Mortgage Operations

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

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

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

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

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


                                      -7-
<PAGE>

Premises and Equipment

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

Other Real Estate Owned

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

Goodwill and Other Intangible Assets

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

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

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








                                      -8-
<PAGE>

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

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

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

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

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

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

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

Impairment of Long-Lived Assets and Goodwill

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

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

Junior Subordinated Debt

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


                                      -9-
<PAGE>

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

Income Taxes

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

Cash Flows

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

Stock-Based Compensation

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

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

<TABLE>
<CAPTION>

                                           Three Months Ended June 30,      Six Months Ended June 30,
(in thousands, except per share amounts)      2004             2003           2004             2003
                                              ----             ----           ----             ----
<S>                                            <C>              <C>            <C>              <C>
Net income                   As reported     $4,847           $4,254         $9,624           $7,867
                               Pro forma     $4,762           $4,198         $9,457           $7,755
Basic earnings per share     As reported      $0.31            $0.27          $0.62            $0.53
                               Pro forma      $0.30            $0.27          $0.61            $0.52
Diluted earnings per share   As reported      $0.30            $0.27          $0.59            $0.51
                               Pro forma      $0.29            $0.26          $0.58            $0.51
Stock-based employee compensation
   cost, net of related tax effects,
   included in net income    As reported         $0               $0             $0               $0
                               Pro forma        $85              $56           $167             $112

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

</TABLE>





                                      -10-
<PAGE>

Retirement Plans

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

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

                                                                Three Months         Six Months
                                                               Ended June 30,      Ended June 30,
(in thousands)                                                2004       2003       2004     2003
                                                              ----       ----       ----     ----
<S>                                                            <C>        <C>        <C>      <C>
Net pension cost included the following components:
Service cost-benefits earned during the period                $117        $31       $151      $63
Interest cost on projected benefit obligation                  144        105        248      209
Amortization of net obligation at transition                    (3)         9          5       18
Amortization of prior service cost                              34         20         54       40
Recognized net actuarial loss                                   18         38         55       77
                                                              -----------------------------------
Net periodic pension cost                                     $310       $203       $513     $407
                                                              ===================================

</TABLE>

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

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

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

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


                                      -11-
<PAGE>

Deferred Compensation Plans

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

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

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

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

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

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






                                      -12-
<PAGE>

Comprehensive Income

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

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

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

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

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

Reclassifications

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



                                      -13-
<PAGE>
<TABLE>
<CAPTION>


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

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

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


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

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

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

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

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

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

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

</TABLE>


                                      -14-
<PAGE>

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

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

Critical Accounting Policies and Estimates

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

Results of Operations

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

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

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


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

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

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


                                      -16-
<PAGE>

Net Interest Income

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

<TABLE>
<CAPTION>

                                             Three months ended             Six months ended
                                                  June 30,                      June 30,
                                         -------------------------------------------------------
                                              2004         2003            2004         2003
                                         -------------------------------------------------------
<S>                                           <C>          <C>              <C>          <C>
     Interest income                        $20,628      $18,161          $40,540      $34,510
     Interest expense                        (3,087)      (3,445)          (6,101)      (6,560)
     FTE adjustment                             270          284              519          593
                                         -------------------------------------------------------
        Net interest income (FTE)           $17,811      $15,000          $34,958      $28,543
                                         =======================================================
     Average earning assets              $1,351,774   $1,194,618       $1,316,403   $1,121,452

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

</TABLE>

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

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

Interest and Fee Income

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

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

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

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


                                      -17-
<PAGE>

Interest Expense

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

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

Net Interest Margin (FTE)

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

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

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

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


                                      -18-
<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
                                       ----------------------------------------------------------------
                                               June 30, 2004                     June 30, 2003
                                       -----------------------------     ------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------     ------------------------------
<S>                                       <C>        <C>       <C>          <C>      <C>        <C>
Assets:
Loans                                  $1,029,425  $17,551    6.82%       $801,493 $14,713     7.34%
Investment securities - taxable           287,058    2,638    3.68%        348,375   2,939     3.37%
Investment securities - nontaxable         34,870      708    8.12%         38,780     775     8.00%
Federal funds sold                            421        1    0.95%          5,970      18     1.21%
                                       -----------------------------     ------------------------------
Total earning assets                    1,351,774   20,898    6.18%      1,194,618  18,445     6.18%
Other assets                              153,487  --------                144,489 --------
                                       ----------                        ---------
Total assets                           $1,505,261                       $1,339,107
                                       ==========                        =========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $229,878      105    0.18%       $211,561     132     0.25%
Savings deposits                          482,796      857    0.71%        377,830     906     0.96%
Time deposits                             270,476    1,425    2.11%        320,268   2,023     2.53%
Federal funds purchased                    55,754      150    1.08%         19,556      63     1.29%
Other borrowings                           22,870      320    5.60%         22,908     321     5.61%
Junior subordinated debt                   22,681      230    4.06%              -       -       -
                                       -----------------------------     ------------------------------
Total interest-bearing liabilities      1,084,455    3,087    1.14%        952,123   3,445     1.45%
Noninterest-bearing deposits              269,322  --------                236,552 --------
Other liabilities                          22,003                           27,865
Shareholders' equity                      129,481                          122,567
                                       ----------                        ---------
Total liabilities and shareholders'
  equity                               $1,505,261                       $1,339,107
                                       ==========                        =========
Net interest spread(1)                                        5.04%                            4.73%
Net interest income and interest margin(2)         $17,811    5.27%                $15,000     5.02%
                                                   =================               ====================

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

</TABLE>



                                      -19-
<PAGE>
<TABLE>
<CAPTION>

                                                           For the six months ended
                                       ----------------------------------------------------------------
                                               June 30, 2004                     June 30, 2003
                                       -----------------------------     ------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------     ------------------------------
<S>                                       <C>        <C>       <C>          <C>      <C>        <C>
Assets:
Loans                                  $1,000,109  $34,290    6.86%       $740,734 $27,702     7.48%
Investment securities - taxable           278,708    5,359    3.85%        323,556   5,683     3.51%
Investment securities - nontaxable         35,171    1,399    7.96%         39,958   1,616     8.09%
Federal funds sold                          2,415       11    0.91%         17,204     102     1.19%
                                       -----------------------------     ------------------------------
Total earning assets                    1,316,403   41,059    6.24%      1,121,452  35,103     6.26%
Other assets                              156,704  --------                122,981 --------
                                       ----------                        ---------
Total assets                           $1,473,107                       $1,244,433
                                       ==========                        =========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $226,193      205    0.18%       $199,289     250     0.25%
Savings deposits                          475,268    1,764    0.74%        347,098   1,626     0.94%
Time deposits                             270,807    2,867    2.12%        306,596   3,982     2.60%
Federal funds purchased                    34,523      184    1.07%          9,778      63     1.29%
Other borrowings                           22,875      640    5.60%         22,913     639     5.58%
Junior subordinated debt                   21,650      441    4.07%              -       -       -
                                       -----------------------------     ------------------------------
Total interest-bearing liabilities      1,051,316    6,101    1.16%        885,674   6,560     1.48%
Noninterest-bearing deposits              269,820  --------                222,049 --------
Other liabilities                          22,664                           24,857
Shareholders' equity                      129,307                          111,853
                                       ----------                        ---------
Total liabilities and shareholders'
  equity                               $1,473,107                       $1,244,433
                                       ==========                        =========
Net interest spread(1)                                        5.08%                            4.78%
Net interest income and interest margin(2)         $34,958    5.31%                $28,543     5.09%
                                                   =================               ====================

</TABLE>

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





                                      -20-
<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 June 30, 2004
                                                compared with three months
                                                    ended June 30, 2003
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                         $4,183     ($1,345)    $2,838
Investment securities                           (626)        258       (368)
Federal funds sold                               (17)          -        (17)
                                             ---------------------------------
   Total earning assets                        3,540      (1,087)     2,453
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                  11         (38)       (27)
Savings deposits                                 252        (301)       (49)
Time deposits                                   (315)       (283)      (598)
Federal funds purchased                          117         (30)        87
Other borrowings                                  (1)          -         (1)
Junior subordinated debt                         230           -        230
                                             ---------------------------------
   Total interest-bearing liabilities            294        (652)      (358)
                                             ---------------------------------
Increase (decrease) in Net Interest Income    $3,246       ($435)    $2,811
                                             =================================


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


                                      -21-
<PAGE>

Provision for Loan Losses

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

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

Noninterest Income

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

<TABLE>
<CAPTION>

                                                 Three months ended             Six months ended
                                                      June 30,                      June 30,
                                               ----------------------------------------------------
                                                  2004          2003           2004           2003
                                               ----------------------------------------------------
     <S>                                          <C>           <C>             <C>           <C>
     Service charges on deposit accounts        $3,407        $3,192          $6,605        $6,050
     ATM fees and interchange                      664           597           1,246         1,117
     Other service fees                            269           196             541           318
     Mortgage servicing asset valuation recovery   570            -             600             -
     Gain on sale of loans                         433         1,319           1,058         2,452
     Commissions on sale of
       nondeposit investment products              615           461           1,129           909
     Gain on sale of investments                     -           100               -           100
     Gain on sale of fixed assets                   89             -              12             3
     Gain on sale of other real estate             182            60             182            60
     Increase in cash value of life insurance      432           376             864           515
     Other noninterest income                      279           253             460           426
                                               ----------------------------------------------------
     Total noninterest income                   $6,942        $6,554         $12,697       $11,950
                                               ====================================================

</TABLE>

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

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


                                      -22-
<PAGE>

Noninterest Expense

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

<TABLE>
<CAPTION>

                                             Three months ended             Six months ended
                                                  June 30,                      June 30,
                                            ----------------------------------------------------
                                              2004          2003           2004           2003
                                            ----------------------------------------------------
     <S>                                       <C>           <C>            <C>            <C>
     Salaries                                $5,189        $4,792         $10,283        $9,042
     Commissions and incentives               1,383         1,361           2,460         2,472
     Employee benefits                        1,868         1,483           3,864         2,999
     Occupancy                                1,003           890           1,946         1,682
     Equipment                                  913           832           1,850         1,579
     Professional fees                          598           641           1,107         1,215
     Telecommunications                         421           392             796           783
     Data processing and software               400           349             783           640
     Advertising and marketing                  234           370             425           642
     Courier service                            269           260             531           508
     ATM network charges                        325           255             620           487
     Intangible amortization                    342           324             673           552
     Postage                                    235           230             467           428
     Operational losses                         112           176             152           306
     Assessments                                 73            65             145           125
     Other                                    2,047         1,948           3,656         3,559
                                            ----------------------------------------------------
     Total                                  $15,412       $14,368         $29,758       $27,019
                                            ====================================================
     Average full time equivalent staff         539           513             536           490
     Noninterest expense to revenue (FTE)     62.26%        66.66%         62.44%         66.73%

</TABLE>

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

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

Provision for Income Tax

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


                                      -23-
<PAGE>

Classified Assets

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

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

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

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

Nonperforming Loans

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

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

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

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

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


                                      -24-
<PAGE>

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

 (dollars in thousands):
                                                   At June 30, 2004           At December 31, 2003
                                              -------------------------    -------------------------
                                                Gross Guaranteed  Net       Gross Guaranteed   Net
                                              ------------------------------------------------------
<S>                                             <C>       <C>      <C>       <C>      <C>      <C>
Performing nonaccrual loans                   $10,409   $8,014   $2,395    $10,997  $7,936   $3,061
Nonperforming, nonaccrual loans                 1,896      444    1,452      2,551   1,252    1,299
                                              ------------------------------------------------------
Total nonaccrual loans                         12,305    8,458    3,847     13,548   9,188    4,360
Loans 90 days past due and still accruing          39        -       39         34       -       34
                                              ------------------------------------------------------
Total nonperforming loans                      12,344    8,458    3,886     13,582   9,188    4,394
Other real estate owned                           628        -      628        932       -      932
                                              ------------------------------------------------------
Total nonperforming assets                    $12,972   $8,458   $4,514    $14,514  $9,188   $5,326
                                              ======================================================
Nonperforming loans to total loans                                0.36%                       0.45%
Allowance for loan losses/nonperforming loans                      400%                        313%
Nonperforming assets to total assets                              0.29%                       0.36%

</TABLE>

Allowance for Loan Losses

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

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

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

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


                                      -25-
<PAGE>

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

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

Junior Subordinated Debt

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

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

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

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


                                      -26-
<PAGE>

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

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

Capital Resources

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

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

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

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

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

<TABLE>
<CAPTION>

                                                                                   To Be Well
                                At June 30,         At            Minimum    Capitalized Under
                             ----------------    December 31,    Regulatory   Prompt Corrective
                             2004       2003        2003         Requirement  Action Provisions
                             ------------------------------------------------------------------
   <S>                        <C>        <C>        <C>              <C>              <C>
   Tier 1 Capital            10.93%      9.12%     10.41%           4.00%            6.00%
   Total Capital             12.40%     10.37%     11.57%           8.00%           10.00%
   Leverage ratio             9.73%      7.45%      8.68%           4.00%            5.00%

</TABLE>

                                      -27-
<PAGE>

Off-Balance Sheet Arrangements

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

Certain Contractual Obligations

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

<TABLE>
<CAPTION>

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

</TABLE>

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


                                      -28-
<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 June 30, 2004 and 2003, the results of the  simulations  noted above indicate
that the balance  sheet is slightly  asset  sensitive  (earnings  increase  when
interest rates rise). The magnitude of all the simulation results noted above is
within the Company's policy  guidelines.  The asset liability  management policy
limits  aggregate  market risk,  as measured in this  fashion,  to an acceptable
level within the context of risk-return trade-offs.

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

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


                                      -29-
<PAGE>

Liquidity

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

Item 4.  Controls and Procedures

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




                                      -30-
<PAGE>

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

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

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

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

<TABLE>
<CAPTION>

Period          (a) Total number    (b) Average price   (c) Total number of     (d) Maximum number
                of Shares purchased  paid per share     shares purchased as     of shares that may yet
                                                        part of publicly        be purchased under the
                                                        announced plans or      plans or programs
                                                        programs
-----------------------------------------------------------------------------------------------------------
<S>                        <C>            <C>                      <C>                  <C>
April 1-30, 2004            -              -                        -                 277,400
May 1-31, 2004              -              -                        -                 277,400
June 1-30, 2004             -              -                        -                 277,400
-----------------------------------------------------------------------------------------------------------
Total                       -              -                        -                 277,400

</TABLE>

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

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

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


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

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

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

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


                                      -31-
<PAGE>

Item 5.  Other Information

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

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

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

Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits

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

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

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

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

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

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

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

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

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


                                      -32-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      -33-
<PAGE>

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

    11.1       Computation of earnings per share

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

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

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

    32.1       Section 1350 Certification of CEO

    32.2       Section 1350 Certification of CFO

* Previously filed and incorporated by reference.

(b) Reports on Form 8-K

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

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


SIGNATURES

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

                                     TRICO BANCSHARES
                                       (Registrant)

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




                                      -34-
<PAGE>

Exhibit 10.2

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

                           CHANGE OF CONTROL AGREEMENT

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

     3.   CHANGE OF CONTROL.

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

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



<PAGE>

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

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

     4.   COVENANT TO PROTECT TRADE SECRETS.

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

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



<PAGE>

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

     5.   TERMINATION.
          This Agreement is terminable as follows:

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

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

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

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

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

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

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

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

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

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



<PAGE>

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

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

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



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

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





<PAGE>

Exhibit 10.8

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


                          AMENDED EMPLOYMENT AGREEMENT


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

                                   WITNESSETH

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

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

     1.       EMPLOYMENT

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

     2.       TERM OF AGREEMENT

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

     3.       COMPENSATION

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

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

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

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



<PAGE>

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

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

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

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

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

     4.       EARLY TERMINATION OF EMPLOYMENT

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

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

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

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

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

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

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

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

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

      (b) the voluntary retirement of the Employee; or

      (c) the voluntary resignation of the Employee.

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



<PAGE>

     5.       RIGHTS UPON EARLY TERMINATION OF EMPLOYMENT

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

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

     6.       CHANGE OF CONTROL

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

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

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

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

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

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

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



<PAGE>

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

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

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

     7.       COVENANTS

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

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



<PAGE>

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

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

     8.       ENTIRE AGREEMENT: WAIVERS AND AMENDMENTS

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

     9.       NOTICE

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

     10.      SEVERABILITY

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

     11.      NO RESTRICTIONS

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

     12.      NO ASSIGNMENT: BINDING EFFECT

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

     13.      ARBITRATION

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



<PAGE>

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

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

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

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

     14.      HEADINGS

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

     15.      GOVERNING LAW AND CHOICE OF FORUM

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


                                          EMPLOYEE


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

ATTEST:



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


                                                     TRICO BANCSHARES


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

ATTEST:



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



<PAGE>

                                  Exhibit 10.9

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















                                TRI COUNTIES BANK

                      EXECUTIVE DEFERRED COMPENSATION PLAN

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














                   Amended and Restated as of January 1, 2004

                          Restated as of April 1, 1992

                           Effective September 1, 1987



<PAGE>

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

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

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


                                      -2-
<PAGE>

                                TABLE OF CONTENTS
                                                                    PAGE

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

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

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

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

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

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


                                      -3-
<PAGE>

                                TABLE OF CONTENTS
                                                                    PAGE


10.11 Notice                                                         16
10.12 Successors                                                     17


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














                                      -4-
<PAGE>

                                TRI COUNTIES BANK

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                   RESTATED APRIL 1, 1992 AND JANUARY 1, 2004

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

ARTICLE I--PURPOSE

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


ARTICLE II--DEFINITIONS

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

2.1        Actuarial Equivalent

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

2.2        Account

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

2.3        Beneficiary

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

2.4        Board

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


                                      -5-
<PAGE>


2.5        Change in Control

     A "Change in Control" shall occur:

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

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

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

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

2.6        Committee

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

2.7        Compensation

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

2.8        Deferral Commitment

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

2.9        Deferral Period

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


                                      -6-
<PAGE>

2.10      Determination Date

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

2.11      Disability

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

2.12      Distribution Election

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

2.13      Elective Deferred Compensation

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

2.14      Employer

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

2.15      Financial Hardship

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

2.16      Interest Rate

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

2.17       Participant

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

2.18     Plan Benefit

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


                                      -7-
<PAGE>

2.19        Qualified Plans

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


ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1         Eligibility and Participation

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

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

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

3.2        Form of Deferral; Minimum Deferral

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

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

3.3       Limitation on Deferral

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


                                      -8-
<PAGE>

3.4        Modification of Deferral Commitment

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

3.5         Change in Employment Status

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

3.6        Involuntary Termination

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

     (a)  Gross negligence or gross neglect

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

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

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


ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1       Accounts

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

4.2         Elective Deferred Compensation

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


                                      -9-
<PAGE>

4.3        Employer Discretionary Contributions

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

4.4       Qualified Plan Make-Up Credit

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

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

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

4.5       Interest

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

4.6        Determination of Accounts

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

4.7       Vesting of Accounts

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

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

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

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

4.8        Disability

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


                                      -10-
<PAGE>

4.9       Statement of Accounts

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


ARTICLE V--PLAN BENEFITS

5.1       Plan Benefit

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

5.2       Death Benefit

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

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

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

5.3        Hardship Distributions

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

5.4      Accelerated Distribution

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

5.5       Form of Benefit Payment

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


                                      -11-
<PAGE>

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

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

5.6       Withholding; Payroll Taxes

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

5.7         Commencement of Payments

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

5.8       Payment to Guardian

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


ARTICLE VI--BENEFICIARY DESIGNATION

6.1        Beneficiary Designation

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

6.2        Amendments

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

6.3        No Beneficiary Designation

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


                                      -12-
<PAGE>

6.4        Effect of Payment

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

ARTICLE VII--ADMINISTRATION

7.1        Committee; Duties

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

7.2      Agents

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

7.3        Binding Effect of Decisions

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

7.4        Indemnity of Committee

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


ARTICLE VIII - CLAIMS PROCEDURE

8.1       Claim

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

8.2       Denial of Claim

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

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

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

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


                                      -13-
<PAGE>

8.3         Review of Claim

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

8.4        Final Decision

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


ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN

9.1        Amendment

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

9.2       Employer's Right to Terminate

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

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

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

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

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


                                      -14-
<PAGE>

ARTICLE X--MISCELLANEOUS

10.1       Unfunded Plan

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

10.2      Unsecured General Creditor

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

10.3      Trust Fund

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

10.4        Nonassignability

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


                                      -15-
<PAGE>

10.5        Not a Contract of Employment

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

10.6      Protective Provisions

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

10.7       Terms

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

10.8       Captions

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

10.9      Governing Law

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

10.10    Validity

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

10.11      Notice

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


                                      -16-
<PAGE>

10.12       Successors

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

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

TRI COUNTIES BANK and TRICO BANCSHARES


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






                                      -17-
<PAGE>

EXHIBIT 1

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



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

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


                                DEFERRAL ELECTION


                    I elect to participate in the Plan as follows:

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

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

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

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



ACKNOWLEDGED AND ACCEPTED:



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



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




                                      -18-
<PAGE>

EXHIBIT 2

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

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




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


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


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




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

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


                                      -19-
<PAGE>

EXHIBIT 3

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

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

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


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


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


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


B.       Estate as a Primary Designation:

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

C.       Trust as a Primary Designation:

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

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

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

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


                                      -20-
<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  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Secondary (Contingent) Designation:

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

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

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

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

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



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


                                      -21-
<PAGE>

Exhibit 10.10

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














                              AMENDED AND RESTATED
                                TRI COUNTIES BANK
                    DEFERRED COMPENSATION PLAN FOR DIRECTORS














                             Effective April 1, 1992

                             Amended January 1, 2004




<PAGE>

                                TABLE OF CONTENTS




                                                                    PAGE

ARTICLE I--PURPOSE                                                    5

ARTICLE II--DEFINITIONS                                               5

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

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

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT                             9

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



                                      -2-
<PAGE>

                                TABLE OF CONTENTS



                                                                    PAGE

ARTICLE V--PLAN BENEFITS                                             10

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

ARTICLE VI--BENEFICIARY DESIGNATION                                  12

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

ARTICLE VII--ADMINISTRATION                                          12

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

ARTICLE VIII--CLAIMS PROCEDURE                                       13

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

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN                        14

     9.1 Amendment                                                   14
     9.2 Employer's Right to Terminate                               14



                                      -3-
<PAGE>


                                TABLE OF CONTENTS




                                                                    PAGE

ARTICLE X--MISCELLANEOUS                                             14

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

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












                                      -4-
<PAGE>

                                TRI COUNTIES BANK

                    DEFERRED COMPENSATION PLAN FOR DIRECTORS

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

ARTICLE I--PURPOSE

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


ARTICLE II--DEFINITIONS

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

2.1       Actuarial Equivalent

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

2.2       Account

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

2.3       Beneficiary

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

2.4      Board

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

2.5      Change in Control

          A "Change in Control" shall occur:

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


                                      -5-
<PAGE>

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

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

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

2.6       Committee

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

2.7       Compensation

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

2.8       Deferral Commitment

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

2.9       Deferral Period

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

2.10     Determination Date

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


                                      -6-
<PAGE>

2.11        Disability

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

2.12     Distribution Election

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

2.13        Elective Deferred Compensation

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

2.14        Financial Hardship

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

2.15        Interest Rate

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

2.16        Participant

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


2.17      Plan Benefit

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


                                      -7-
<PAGE>

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1       Eligibility and Participation

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

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

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

3.2       Form of Deferral; Minimum Deferral

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

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

3.3       Limitation on Deferral

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

3.4       Modification of Deferral Commitment

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

3.5      Involuntary Removal

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


     (e)  Gross negligence or gross neglect

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


                                      -8-
<PAGE>

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

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


ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1       Accounts

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


4.2       Elective Deferred Compensation

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

4.3       Employer Discretionary Contributions

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

4.4       Interest

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

4.5       Determination of Accounts

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


                                      -9-
<PAGE>


4.6       Vesting of Accounts

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

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

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

4.7       Statement of Accounts

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


ARTICLE V--PLAN BENEFITS

5.1       Plan Benefit

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

5.2       Death Benefit

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

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

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




                                      -10-
<PAGE>

5.3       Hardship Distributions

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

5.4       Accelerated Distribution

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

5.5       Form of Benefit Payment

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

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

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

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

5.6       Withholding Payroll Taxes

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

5.7       Commencement of Payments

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

5.8       Full Payment of Benefits

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

5.9       Payment to Guardian

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


                                      -11-
<PAGE>

ARTICLE VI--BENEFICIARY DESIGNATION

6.1       Beneficiary Designation

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

6.2       Amendments

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

6.3       No Beneficiary Designation

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

  6.4       Effect of Payment

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


ARTICLE VII--ADMINISTRATION

  7.1       Committee; Duties

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

7.2       Agents

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


                                      -12-
<PAGE>

7.3       Binding Effect of Decisions

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

7.4       Indemnity of Committee

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


ARTICLE VIII--CLA1MS PROCEDURE

8.1       Claim

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

8.2               Denial of Claim

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

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

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

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

8.3        Review of Claim

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

8.4          Final Decision

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


                                      -13-
<PAGE>

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN

9.1       Amendment

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

9.2       Bank's Right to Terminate

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

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

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

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

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


ARTICLE X--MISCELLANEOUS

10.1      Unfunded Plan

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


                                      -14-
<PAGE>

10.2     Unsecured General Creditor

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

10.3      Trust Fund

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

10.4 Nonassignability

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

10.5         Not a Contract of Employment

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

10.6       Protective Provisions

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


                                      -15-
<PAGE>

10.7     Terms

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

10.8      Captions

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

10.9      Governing Law

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

10.10       Validity

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

10.11       Notice

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

10.12      Successors

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


                                      -16-
<PAGE>




                                   TRICO BANCSHARES


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


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


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











                                      -17-
<PAGE>

Exhibit 1

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



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

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


                                DEFERRAL ELECTION



                          I elect to participate in the Plan as follows:


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


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





ACKNOWLEDGED AND ACCEPTED:


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



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





                                      -18-
<PAGE>


Exhibit 2

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

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


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


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


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




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

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


                                      -19-
<PAGE>

Exhibit 3

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

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

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


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


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


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


B.       Estate as a Primary Designation:

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

C.       Trust as a Primary Designation:

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

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

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

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


                                      -20-
<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  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Secondary (Contingent) Designation:

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

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

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

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

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



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


                                      -21-
<PAGE>

Exhibit 10.11

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













                                    THE 2004

                                TRICO BANCSHARES

                           DEFERRED COMPENSATION PLAN













                            Effective January 1, 2004







<PAGE>

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

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

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


                                      -2-
<PAGE>

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

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

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

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

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

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


                                      -3-
<PAGE>

                                TABLE OF CONTENTS
                                                                    PAGE
10.11 Notice                                                         17
10.12 Successors                                                     18

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









                                      -4-
<PAGE>


                                    THE 2004

                                TRICO BANCSHARES

                           DEFERRED COMPENSATION PLAN


ARTICLE I--PURPOSE

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


ARTICLE II--DEFINITIONS

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

2.1        Account

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

2.2      Account Value

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

2.3        Beneficiary

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

2.4        Board

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


                                      -5-
<PAGE>

2.5        Brokerage Account


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

2.6        Change in Control

     A "Change in Control" shall occur:

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

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

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

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

2.7        Committee

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


                                      -6-
<PAGE>

2.8        Compensation

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

2.9        Deferral Commitment

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

2.10       Deferral Period

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

2.11        Deferrals From Prior Plans

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

2.12        Determination Date

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

2.13        Disability

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

2.14     Distribution Election

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

2.15        Elective Deferred Compensation

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


                                      -7-
<PAGE>

2.16       Employer

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

2.17       Financial Hardship

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

  2.18     Participant

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

  2.19    Plan Benefit

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

2.20      Plan Transfer Agreement

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

2.21     Prior Plans

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

2.22     Qualified Plans

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


                                      -8-
<PAGE>

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1         Eligibility and Participation

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

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

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

3.2        Form of Deferral; Minimum Deferral

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

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

3.3       Limitation on Deferral

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

3.4        Modification of Deferral Commitment

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

3.5         Change in Employment Status

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


                                      -9-
<PAGE>

3.6         Transfer From Prior Plans

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

3.7        Involuntary Termination

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

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


ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1       Accounts

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

4.2       Elective Deferred Compensation

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

4.3       Qualified Plan Make-Up Credit

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

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

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

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


                                      -10-
<PAGE>

4.4        Determination of Accounts

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

4.5       Vesting of Accounts

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

4.6        Disability

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

4.7       Statement of Accounts

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

4.8      Bank Discretional Contributions

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


ARTICLE V--PLAN BENEFITS

5.1       Plan Benefit

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


                                      -11-
<PAGE>

5.2       Death Benefit

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

5.3        Hardship Distributions

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

5.4       Accelerated Distribution

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

5.5      Withholding; Payroll Taxes

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

5.6      Commencement of Payments

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

5.7      Full Payment of Benefits

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

5.8       Payment to Guardian

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


                                      -12-
<PAGE>

ARTICLE VI--BENEFICIARY DESIGNATION

6.1        Beneficiary Designation

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

6.2        Amendments

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

6.3        No Beneficiary Designation

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

6.4        Effect of Payment

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


ARTICLE VII--ADMINISTRATION

7.1        Committee; Duties

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


                                      -13-
<PAGE>

7.2        Agents

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

7.3        Binding Effect of Decisions

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

7.4        Indemnity of Committee

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

ARTICLE VIII - CLAIMS PROCEDURE

8.1       Claim

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

8.2       Denial of Claim

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

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

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

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


8.3         Review of Claim

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


                                      -14-
<PAGE>

8.4        Final Decision

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


ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN

9.1        Amendment

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

9.2       Employer's Right to Terminate

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

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

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

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

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

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


                                      -15-
<PAGE>

ARTICLE X--MISCELLANEOUS

10.1       Unfunded Plan

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

10.2      Unsecured General Creditor

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

10.3      Trust Fund

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

10.4        Nonassignability

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


                                      -16-
<PAGE>

10.5       Not a Contract of Employment

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

10.6      Protective Provisions

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

10.7       Terms

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

10.8       Captions

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

10.9      Governing Law

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

10.11    Validity

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


10.11      Notice

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


                                      -17-
<PAGE>

10.12     Successors

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

                                   TRICO BANCSHARES


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


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


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







                                      -18-
<PAGE>

Exhibit 1

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



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

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


                             2004 DEFERRAL ELECTION



                          I elect to participate in the 2004 Plan as follows:

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

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

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

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

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

ACKNOWLEDGED AND ACCEPTED:



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



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


                                      -19-
<PAGE>

Exhibit 2

Distribution Election
The 2004 TriCo Bancshares Deferred Compensation Plan
Distribution Election

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


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


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


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


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




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

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



                                      -20-
<PAGE>

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



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


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

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

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



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


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




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

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



                                      -21-
<PAGE>

Exhibit  4

Beneficiary Designation Form
The 2004 TriCo Bancshares Deferred Compensation Plan

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

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


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


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


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


B.       Estate as a Primary Designation:

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

C.       Trust as a Primary Designation:

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

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

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

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


                                      -22-
<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  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Secondary (Contingent) Designation:

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

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

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

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

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



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


                                      -23-
<PAGE>

Exhibit 10.12

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








                                TRI COUNTIES BANK

                   SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS


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
















<PAGE>

                                TABLE OF CONTENTS


ARTICLE I - PURPOSE EFFECTIVE DATE                                    3

ARTICLE II - PARTICIPATION                                            3
    2.1      Eligibility and Participation                            3

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

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

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

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

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

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


                                      -2-
<PAGE>

                                TRI COUNTIES BANK

                   SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS

                         RESTATED AS OF JANUARY 1, 2001

                          AMENDED AS OF JANUARY 1, 2004


                       ARTICLE I--PURPOSE; EFFECTIVE DATE

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

                            ARTICLE II--PARTICIPATION

         2.1      Eligibility and Participation.

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

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

                              ARTICLE III--BENEFITS

         3.1      Benefits.

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

         3.2      Amount of Benefit.

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

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


                                      -3-
<PAGE>

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

         3.3      Years of Service.

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

         3.4      Change in Control.

          A "Change in Control" shall occur:

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

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

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

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

         3.5      Withholding Payroll Taxes.

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

         3.6      Payment to Guardian.

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

                       ARTICLE IV--BENEFICIARY DESIGNATION

         4.1      Beneficiary Designation.

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


                                      -4-
<PAGE>

         4.2      Amendments; Marital Status.

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

         4.3      No Participant Designation.

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

         4.4      Effect of Payment.

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

                            ARTICLE V--ADMINISTRATION

         5.1      Board; Duties.

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

         5.2      Agents.

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

         5.3      Binding Effect of Decisions.

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

         5.4      Indemnity of Board.

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

                          ARTICLE VI--CLAIMS PROCEDURE

         6.1      Claim.

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

         6.2      Denial of Claim.

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

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


                                      -5-
<PAGE>

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

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

         6.3      Review of Claim.

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

         6.4      Final Decision.

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

                ARTICLE VII--TERMINATION, SUSPENSION OR AMENDMENT

         7.1      Termination, Suspension or Amendment of Plan.

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

                           ARTICLE VIII--MISCELLANEOUS

         8.1      Unfunded Plan.

          This Plan is intended to be an unfunded plan  maintained  primarily to
          provide  deferred   compensation   benefits  for  a  select  group  of
          "management  or highly  compensated  employees"  within the meaning of
          Sections 201, 301 and 401 of the Employee  Retirement  Income Security
          Act of 1974, as amended ("ERISA"), and therefore to be exempt from the
          provisions of Parts 2, 3 and 4 of Title I of ERISA.  Accordingly,  the
          Plan shall  terminate and no further  benefits shall be paid hereunder
          in the event it is determined by a court of competent  jurisdiction or
          by an opinion of counsel that the Plan constitutes an employee pension
          benefit  plan within the meaning of Section 3(2) of ERISA which is not
          so exempt.

         8.2      Unsecured General Creditor.

          Participants and their  Beneficiaries,  heirs,  successors and assigns
          shall have no legal or  equitable  rights,  interest  or claims in any
          property or assets of the  Employer,  nor shall they be  Beneficiaries
          of, or have any  rights,  claims or  interests  in any life  insurance
          policies,  annuity contracts or the proceeds  therefrom owned or which
          may be acquired by the Employer.  Except as may be provided in Section
          8.3, such policies,  annuity contracts or other assets of the Employer
          shall not be held  under any trust for the  benefit  of  Participants,
          their Beneficiaries,  heirs, successors or assigns, or held in any way
          as collateral  security for the  fulfilling of the  obligations of the
          Employer  under this Plan.  Any and all of the  Employer's  assets and
          policies shall be, and remain,  the general,  unpledged,  unrestricted
          assets of the Employer. The Employer's obligation under the Plan shall
          be that of an  unfunded  and  unsecured  promise  to pay  money in the
          future.

         8.3      Trust Fund.

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


                                      -6-
<PAGE>

         8.4      Nonassignability.

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

         8.5      Not a Contract of Employment.

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

         8.6      Protective Provisions.

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

         8.7      Terms.

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

         8.8      Captions.

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

         8.9      Governing Law.

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

         8.10     Validity.

          If any provision of this Plan shall beheld  illegal or invalid for any
          reason, the remaining  provisions shall nevertheless  continue in full
          force and effect without being impaired or invalidated in any way.

         8.11     Notice.

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


                                      -7-
<PAGE>

         8.12     Successors.

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

                                   TRICO BANCSHARES


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


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


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









<PAGE>

Exhibit 10.13

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









                            THE 2004 TRICO BANCSHARES

                   SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS






















                            Effective January 1, 2004




<PAGE>

                                TABLE OF CONTENTS

                                                                    PAGE
ARTICLE I-- PURPOSE, EFFECTIVE DATE                                   4

ARTICLE II-- PARTICIPATION                                            4
2.1         Eligibility and Participation                             4

ARTICLE III-- BENEFITS                                                4
3.1         Benefits                                                  4
3.2         Amount of Benefit                                         4
3.3         Years of Service                                          5
3.4         Change in Control                                         5
3.5         Withholding; Payroll Taxes                                5
3.6         Involuntary Removal                                       6

ARTICLE IV-- ADMINISTRATION                                           6
4.1         Board; Duties                                             6
4.2         Agents                                                    6
4.3         Binding Effect of Decisions                               6
4.4         Indemnity of Board                                        6

ARTICLE V-- CLAIMS PROCEDURE                                          7
5.1         Claim                                                     7
5.2         Denial of Claim                                           7
5.3         Review of Claim                                           7
5.4         Final Decision                                            7

ARTICLE VI-- BENEFICIARY DESIGNATION                                  7
6.1         Beneficiary Designation                                   7
6.2         Amendments, Marital Status                                7
6.3         No Participant Designation                                8
6.4         Effect of Payment                                         8

ARTICLE VII-- TERMINATION, SUSPENSION OR AMENDMENT                    8
7.1         Termination, Suspension or Amendment of Plan              8

ARTICLE VIII-- MISCELLANEOUS                                          8
8.1         Unfunded Plan                                             8
8.2         Unsecured General Creditor                                9
8.3         Trust Fund                                                9
8.4         Nonassignability                                          9
8.5         Not a Contract of Employment                              9
8.6         Protective Provisions                                     9
8.7         Terms                                                     9
8.8         Captions                                                 10
8.9         Governing Law                                            10
8.10        Validity                                                 10
8.11        Notice                                                   10
8.12        Successors                                               10


                                      -2-
<PAGE>

TABLE OF CONTENTS (continued)                                       PAGE


EXHIBIT 1 Participation Agreement                                    11

EXHIBIT 2 Beneficiary Designation                                    12





















                                      -3-
<PAGE>


                            THE 2004 TRICO BANCSHARES

                   SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS


ARTICLE I--PURPOSE; EFFECTIVE DATE

     The purpose of this Supplemental Retirement Plan for Directors (the "Plan")
is to provide  supplemental  retirement  benefits  for  nonemployee  ("outside")
Directors of TriCo  Bancshares,  Tri Counties  Bank and other  subsidiaries  and
affiliates (the "Employer") who have attained "Director  Emeritus" status. It is
intended that the Plan will aid in retaining and attracting outside directors of
exceptional  ability by providing them with these  benefits.  This Plan shall be
effective as of January 1, 2004.

ARTICLE II--PARTICIPATION

2.1        Eligibility and Participation

     (a)  Eligibility.  Eligibility  to  participate  in the Plan is  limited to
     outside directors of the Employer.

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

ARTICLE III--BENEFITS

3.1        Benefits

     A benefit under this Plan shall be paid to the Director upon termination of
service with the Board, provided the Director has at least fifteen (15) Years of
Service, or the Director is terminating service following a Change in Control.

3.2       Amount of Benefit

     (a)  Normal  Retirement  Benefit.  The benefit  stated in Section 3.1 above
     shall be  equal  to the base  Board  fee  (not  including  Chairmanship  or
     Committee  fees) paid to the Director in his final year of service with the
     Board. The benefit shall be payable in annual installments,  commencing one
     month  after  the  termination  of  service  by the  Director  and on  each
     anniversary  thereafter.  The benefit  shall be payable for the life of the
     Director.  This benefit shall commence upon the Directors retirement at the
     later  of the  Director's  attained  age  sixty-five  (65),  or  after  the
     attainment of fifteen (15) years of service.

     (b)  Alternate  Normal  Retirement  Benefits.  The  Participant may elect a
     joint and survivor  annuity,  payable for the life of the  Participant  and
     their  spouse  provided  that  the  alternate   benefit  has  an  Actuarial
     Equivalent Value equal to the Normal Benefit.  "Actuarial Equivalent Value"
     means  equivalence  in value  between  two or more  forms  and/or  times of
     payment based on a determination by an actuary chosen by the Company, using
     sound actuarial assumptions at the time of such determination.


                                      -4-
<PAGE>

     (c)  Change-in-Control Benefit. In the event the service of the Participant
     is terminated  pursuant to a Change in Control,  the  Participant  shall be
     eligible to receive the benefits provided in Section 3.2(a),  3.2(b) or 3.2
     (d) as though the  Participant's  service  was  terminated  with credit for
     fifteen (15) Years of Service.

     (d)  Early Retirement  Benefit.  A Participant may elect to retire prior to
     the attainment of age sixty-five (65), provided they have attained at least
     fifteen (15) Years of Service and are at least  fifty-five  (55) years old.
     If the Participant elects to retire before the Participant's  attainment of
     age sixty-five  (65), the monthly Benefit shall be reduced by .5% per month
     for  each  month  by which  the  benefit  commencement  date  precedes  the
     Participant's  age sixty-five  (65); In no event shall the  commencement of
     benefits  precede  the  Participant's   fifty-fifth  (55th)  birthday.  The
     percentages stated above shall be prorated for partial months.

3.3        Years of Service

     "Years of Service"  shall mean the number of years the  Director has served
on the Board. If a Change in Control has occurred,  Years of Service shall equal
the greater of Actual Years of Service or fifteen (15) years.

3.4        Change in Control

     A "Change in Control" shall occur:

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

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

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

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

3.5       Withholding; Payroll Taxes

     The Employer shall withhold from payments made hereunder any taxes required
to be withheld under federal, state or local law.


                                      -5-
<PAGE>

3.6 Involuntary Removal

     If a  Participant's  service  is  terminated  as a member  of the  Board of
Directors  of TriCo  Bancshares  or an affiliate  or  subsidiary  for any reason
identified  in (a) (b) (c) or (d)  below,  the  Participant  shall  forfeit  all
benefits payable under this Plan.


     (a)  Gross negligence or gross neglect

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

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

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


ARTICLE IV--ADMINISTRATION

  4.1       Board; Duties

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

   4.2     Agents

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

4.3        Binding Effect of Decisions

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

4.4       Indemnity of Board

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


                                      -6-
<PAGE>

ARTICLE V--CLAIMS PROCEDURE

5.1        Claim

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

5.2       Denial of Claim

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

     (a)  The reason for denial,  with specific reference to the Plan provisions
          on which the denial is based.
     (b)  A description of any additional  material or information  required and
          an explanation of why it is necessary.
     (c)  An explanation of the Plan's claims review procedure.

5.3        Review of Claim

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

5.4        Final Decision

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

ARTICLE VI- BENEFICIARY DESIGNATION

6.1         Beneficiary Designation

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

6.2        Amendments: Marital Status

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


                                      -7-
<PAGE>

6.3        No Participant Designation

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

6.4      Effect of Payment

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


ARTICLE VII--TERMINATION, SUSPENSION OR AMENDMENT

7.1        Termination, Suspension or Amendment of Plan

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

ARTICLE VIII--MISCELLANEOUS

8.1        Unfunded Plan

     This Plan is  intended  to be an  unfunded  plan  maintained  primarily  to
provide  deferred  compensation  benefits for a select group of  "management  or
highly compensated employees" within the meaning of Sections 201, 301 and 401 of
the Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),  and
therefore  to be  exempt  from the  provisions  Of Parts 2,3 and 4 of Title I of
ERISA.  Accordingly,  the Plan shall terminate and no further  benefits shall be
paid  hereunder  in  the  event  it  is  determined  by  a  court  of  competent
jurisdiction  or by an opinion of counsel that the Plan  constitutes an employee
pension benefit plan within the meaning of Section 3(2) of ERISA which is not so
exempt.




                                      -8-
<PAGE>

8.2        Unsecured General Creditor

     Participants shall have no legal or equitable rights, interest or claims in
any property or assets of the Employer,  nor shall they be beneficiaries  of, or
have any rights,  claims or interests in any life  insurance  policies,  annuity
contracts  or the  proceeds  therefrom  owned or which  may be  acquired  by the
Employer  except as provided for under the terms of separate  Joint  Beneficiary
Agreements.  Except as may be provided in Section 7.3.  such  policies,  annuity
contracts or other assets of the Employer  shall not be held under any trust for
the benefit of Participants,  or held in any way as collateral  security for the
fulfilling of the  obligations  of the Employer  under this Plan. Any and all of
the Employer's assets and policies shall be, and remain, the general, unpledged,
unrestricted  assets of the Employer.  The Employer's  obligation under the Plan
shall be that of an unfunded and unsecured promise to pay money in the future.

8.3        Trust Fund

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

8.4         Nonassignability

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

8.5       Not a Contract of Employment

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

8.6        Protective Provisions

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

8.7        Terms

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


                                      -9-
<PAGE>

8.8        Captions

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

8.9        Governing Law

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

8.10        Validity

     If any  provision  of this Plan shall  beheld  illegal  or invalid  for any
reason, the remaining  provisions shall nevertheless  continue in full force and
effect without being impaired or invalidated in any way.

8.11       Notice

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

8.12       Successors

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


                                   TRICO BANCSHARES


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


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


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




                                      -10-
<PAGE>

Exhibit 1

Participation Agreement
The 2004 TriCo Bancshares Supplemental Retirement Plan for Directors

Participant:                        (INSERT NAME)
                        -------------------------------------

Eligibility Date:            (INSERT DATE OF ELIGIBILITY)
                        -------------------------------------

The above named  Participant is authorized to receive  benefits  pursuant to the
2004  TriCo  Bancshares  Supplemental  Retirement  Plan for  Directors.  Benefit
accrual shall commence as of the Eligibility Date listed above.


Waiver and Release of Claims
In  granting  this  benefit  to  the  Participant,   TriCo  Bancshares  and  the
Participant  acknowledge that any benefits earned in the 1987 Plan are frozen at
the level accrued as of December 31, 2003. The parties mutually agree that these
benefits will be provided by the 2004 TriCo Bancshares  Supplemental  Retirement
Plan for Directors  which  replaces any benefits the  Participant  may have been
eligible to receive  pursuant to the Tri Counties Bank  Supplemental  Retirement
Plan for  Directors  September 1, 1987 and  restated as of January 1, 2001.  The
parties mutually agree that any obligations due the Participant  under the terms
of the 1987 Plan are  fully  satisfied  by the  benefits  provided  by the TriCo
Bancshares 2004 Supplemental Executive Retirement Plan.


Participant:
                    ------------------------------------
                                 (type name)


TriCo Bancshares:
                    ------------------------------------
                           (authorized executive)


Date:
                    ------------------------------------
                         (date Agreement is signed)





                                      -11-
<PAGE>

EXHIBIT 2

Beneficiary Designation Form
The 2004 TriCo Bancshares Supplemental Retirement Plan For Directors

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

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


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


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


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


B.       Estate as a Primary Designation:

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

C.       Trust as a Primary Designation:

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

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

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

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


                                      -12-
<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  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Secondary (Contingent) Designation:

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

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each

beneficiary):
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

All sums payable under this Agreement by reason of my death shall be paid to the
Primary  Beneficiary(ies),  if  he  or  she  survives  me,  and  if  no  Primary
Beneficiary(ies)   shall  survive  me,  then  to  the   Secondary   (Contingent)
Beneficiary(ies).  This  beneficiary  designation is valid until the participant
notifies the bank in writing.



---------------------------------------                   ----------------------
Participant                                                        Date


                                      -13-
<PAGE>

Exhibit 10.14

Tri Counties Bank Supplemental  Executive Retirement Plan effective September 1,
1987, and amended and restated January 1, 2004










                                TRI COUNTIES BANK

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN





                           Effective September 1, 1987

                      Amended and restated January 1, 2004



















<PAGE>

                                TABLE OF CONTENTS

ARTICLE I         PURPOSE; EFFECTIVE DATE                             4

ARTICLE II        DEFINITIONS                                         4
    2.1      Actuarial Equivalent                                     4
    2.2      Beneficiary                                              4
    2.3      Board                                                    4
    2.4      Change in Control                                        4
    2.5      Committee                                                4
    2.6      Compensation                                             4
    2.7      Disability                                               5
    2.8      Early Retirement Date                                    5
    2.9      Employer                                                 5
    2.10     Final Average Compensation                               5
    2.11     Normal Retirement Date                                   5
    2.12     Participant                                              5
    2.13     Participant Agreement                                    5
    2.14     Retirement                                               5
    2.15     Supplemental Retirement Benefit                          5
    2.16     Target Retirement Percentage                             5
    2.17     Years of Credited Service                                5

ARTICLE III       PARTICIPATION AND VESTING                           5
    3.1      Eligibility and Participation                            5
    3.2      Change in Employment Status                              6
    3.3      Vesting                                                  6
    3.4      Suicide; Misrepresentation                               6
    3.5      Discharge for Cause                                      6

ARTICLE IV        SURVIVOR BENEFITS                                   6
    4.1      Pre-Determination Survivor Benefit                       6
    4.2      Post-Termination Survivor Benefit                        6

ARTICLE V         SUPPLEMENTAL RETIREMENT BENEFITS                    7
    5.1      Normal Retirement Benefit                                7
    5.2      Early Retirement Benefit                                 7
    5.3      Early Termination Benefits                               8
    5.4      Reduction for Early Commencement of Benefits             8
    5.5      Form of Benefit Payment                                  8
    5.6      Commencement of Benefit Payments                         8
    5.7      Withholding; Payroll Taxes                               8
    5.8      Payment to Guardian                                      8

ARTICLE VI        BENEFICIARY DESIGNATION                             8
    6.1      Beneficiary Designation                                  8
    6.2      Amendments; Marital Status                               9
    6.3      No Participant Designation                               9
    6.4      Effect of Payment                                        9

ARTICLE VII       ADMINISTRATION                                      9
    7.1      Committee; Duties                                        9
    7.2      Agents                                                   9
    7.3      Binding Effect of Decisions                              9
    7.4      Indemnity of Committee                                   9


                                      -2-
<PAGE>

ARTICLE VIII      CLAIMS PROCEDURE                                    9
    8.1      Claim                                                    9
    8.2      Denial of Claim                                          9
    8.3      Review of Claim                                         10
    8.4      Final Decision                                          10

ARTICLE IX        TERMINATION, SUSPENSION OR AMENDMENT               10
    9.1      Termination, Suspension or Amendment of Plan            10

ARTICLE X         MISCELLANEOUS                                      10
   10.1       Unfunded Plan                                          10
   10.2       Unsecured General Creditor                             10
   10.3       Trust Fund                                             10
   10.4       Nonassignability                                       10
   10.5       Not a Contract of Employment                           11
   10.6       Protective Provisions                                  11
   10.7       Terms                                                  11
   10.8       Captions                                               11
   10.9       Governing Law                                          11
   10.10      Validity                                               11
   10.11      Notice                                                 11
   10.12      Successors                                             11




                                      -3-
<PAGE>


                                TRI COUNTIES BANK

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                       ARTICLE I: PURPOSE; EFFECTIVE DATE

     The purpose of this Supplemental  Executive Retirement Plan (the "Plan") is
to provide  supplemental  retirement benefits for certain key employees of TriCo
Bancshares,  Tri Counties Bank, and  subsidiaries or affiliates  thereof.  It is
intended  that the Plan will aid in  retaining  and  attracting  individuals  of
exceptional  ability by providing them with these  benefits.  This Plan shall be
effective as of September 1, 1987.

                             ARTICLE II: DEFINITIONS

     For the purposes of this Plan, the following  terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

     2.1 Actuarial Equivalent. "Actuarial Equivalent" means equivalence in value
between two or more forms and/or times of payment based on a determination by an
actuary chosen by the Committee,  using sound actuarial  assumptions at the time
of such determination.

     2.2 Beneficiary. "Beneficiary" means the person, persons or entity entitled
under  Article VI to receive any Plan  benefits  payable  after a  Participant's
death.

     2.3 Board. "Board" means the Board of Directors of TriCo Bancshares.

     2.4 Change in Control. A "Change of Control" shall occur:

     (a)  upon TriCo Bancshares' knowledge that any person (as such term is used
     in Sections 13(d) and l4(d)(2) of the  Securities  Exchange Act of 1934, as
     amended) is or becomes "the beneficial  owner" (as defined in Rule l3d-3 of
     the Exchange  Act),  directly or  indirectly,  of TriCo  Bancshares  shares
     representing  40% or  more  of  the  combined  voting  power  of  the  then
     outstanding securities; or

     (b)  upon the  first  purchase  of the  Common  Stock  of TriCo  Bancshares
     pursuant  to a tender or  exchange  offer  (other than a tender or exchange
     offer made by TriCo Bancshares); or

     (c)  upon the approval by the  stockholders of TriCo Bancshares of a merger
     or  consolidation  (other  than a merger or  consolidation  in which  TriCo
     Bancshares  is the surviving  corporation  and which does not result in any
     reclassification  or  reorganization  of TriCo Bancshares' then outstanding
     securities),  a sale or  disposition of all or  substantially  all of TriCo
     Bancshares'  assets  or a plan  of  liquidation  or  dissolution  of  TriCo
     Bancshares; or

     (d)  if, during any period of two consecutive years, individuals who at the
     beginning  of such  period  constitute  the  Board  of  Directors  of TriCo
     Bancshares cease for any reason to constitute at least a majority  thereof,
     unless the election or nomination for the election by the  stockholders  of
     TriCo  Bancshares  of each new  director was approved by a vote of at least
     two-thirds of the directors  then still in office who were directors at the
     beginning of the period.

     2.5 Committee.  "Committee" means the Administrative Committee appointed by
the Chairman of the Board to administer the Plan pursuant to Article VII.

     2.6 Compensation.  "Compensation" means the base salary and bonuses paid to
a Participant  and  considered to be "wages" for purposes of federal  income tax
withholding.  Compensation  shall be calculated before reduction for any amounts
deferred pursuant to any deferral arrangement by which the Participant can defer
the  current   receipt  of  income.   Compensation   does  not  include  expense
reimbursements, or any form of non-cash compensation or benefits.


                                      -4-
<PAGE>

     2.7 Disability. "Disability" means a physical or mental condition which, in
the  opinion  of  the  Committee,   prevents  an  employee  from  satisfactorily
performing  his usual duties for the Employer.  The  Committee's  decision as to
Disability will be based upon medical reports and/or other evidence satisfactory
to the Committee.

     2.8 Early Retirement Date.  "Early Retirement Date" means the date on which
a Participant  terminates employment with the Employer, if such termination date
occurs on or after such Participant's  attainment of age 55 and completion of 10
Years of Credited Service, but prior to his Normal Retirement Date.

     2.9 Employer. "Employer" means TriCo Bancshares, Tri Counties Bank, and any
affiliated or subsidiary  corporation designated by the Board, or any successors
to the businesses thereof.

     2.10 Final Average  Compensation.  "Final Average  Compensation"  means the
Participant's Compensation during the 36 full consecutive calendar months out of
the last 60 calendar  months of  employment  with the Employer  during which the
Participant's Compensation is the highest, divided by 36.

     2.11 Normal  Retirement  Date.  "Normal  Retirement Date" means the date on
which  the  Participant   terminates   employment  with  the  Employer  if  such
termination  date  occurs on or after the  Participant's  attainment  of age 65.
"Normal  Retirement  Date"  shall  also mean the date on which  the  Participant
terminates employment with the Employer for any reason, without regard to age or
service, within 24 months following a Change of Control.

     2.12 Participant.  "Participant"  means any individual who is participating
in or has  participated  in this  Plan,  and who has not yet  received  his full
benefit hereunder, as provided in Article III.

     2.13 Participation Agreement. "Participation Agreement" means the agreement
filed by a Participant and approved by the Board pursuant to Article III.

     2.14  Retirement.  "Retirement"  means  a  Participant's  termination  from
employment  with the  Employer at the  Participant's  Early  Retirement  Date or
Normal Retirement Date, as applicable.

     2.15 Supplemental  Retirement  Benefit.  "Supplemental  Retirement Benefit"
means the benefit determined under Article V of this Plan.

     2.16 Target Retirement  Percentage.  "Target  Retirement  Percentage" shall
equal 70% multiplied by a fraction,  the numerator of which is the Participant's
Years of Credited Service, not to exceed 20, and the denominator of which is 20.

     2.17 Years of Credited  Service.  . "Years of Credited  Service"  means the
number of years of credited  vesting  service as of December 31, 2003 determined
in  accordance  with the  provisions  of the  TriCo  Bancshares  Employee  Stock
Ownership  Plan, or any successor  thereto,  whether or not the Participant is a
participant in such plan.

                     ARTICLES III: PARTICIPATION AND VESTING

     3.1 Eligibility and Participation.

     (a)  Eligibility.  Eligibility  to  participate  in the Plan is  limited to
     those key employees of the Employer that are designated, from time to time,
     by the Board.

     (b)  Participation.  An  employee's  participation  in the  Plan  shall  be
     effective upon  notification of such person by the Committee of eligibility
     to participate, completion of a Participation Agreement by such person, and
     acceptance  of the  Participation  Agreement  by the  Committee.  Except as
     modified by paragraph 3.2 below,  participation  in the Plan shall continue
     until such time as the Participant  terminates employment with the Employer
     and as long thereafter as the  Participant is eligible to receive  benefits
     under this Plan.


                                      -5-
<PAGE>

     3.2  Change  in  Employment   Status.   If  the  Board  determines  that  a
Participant's  employment  performance  is no longer at a level  which  deserves
reward  through   participation  in  this  Plan,  but  does  not  terminate  the
Participant's employment with the Employer, participation herein and eligibility
to receive  benefits  hereunder  shall be limited  to the  Participant's  vested
interest in such  benefits as of the date  designated  by the Board.  In such an
event,  the  benefits  payable to the  Participant  shall be based solely on the
Participant's  Years  of  Credited  Service  and  Compensation  as of  the  date
designated by the Board.

     3.3 Vesting.  A Participant  whose employment with the Employer  terminates
because of  Disability,  Normal  Retirement,  Death or within 24 months  after a
Change  in  Control  shall  be 100%  vested  in the  Participant's  Supplemental
Retirement  Benefit.  On any  other  termination  (including  a  termination  of
participation in accordance with Section 3.2),  vesting shall be at a rate equal
to 10% for each completed Year of Credited  Service up to a maximum of 100%, but
in no event shall service past December 31, 2003 be considered.

     3.4 Suicide;  Misrepresentation.  Notwithstanding the provisions of Section
3.3 and  Article  IV and V, no  benefit  shall be paid to a  Beneficiary  if the
Participant's  death  occurs as a result of  suicide  during  the 24  successive
calendar months  beginning with the calendar month following the commencement of
an individual's  participation in this Plan. Similarly, no benefit shall be paid
if death occurs within the 24 successive calendar months following  commencement
of an  individual's  participation  in the  Plan if the  Participant  has made a
material  misrepresentation  in any form or document provided by the Participant
to or for the benefit of the Employer.

     3.5 Discharge for Cause.  Notwithstanding the provisions of Section 3.3 and
Articles  IV and V, no  benefit  shall  be  paid  hereunder  if a  Participant's
employment  has been  terminated  for  "cause."  A  termination  for  cause is a
termination  by  reason  of  the  Board's  good  faith  determination  that  the
Participant  (i)acted  dishonestly  or  engaged  in  willful  misconduct  in the
performance  of his duties for the Employer,  (ii) breached a fiduciary  duty to
the Employer  for  personal  profit to himself,  (iii)  intentionally  failed to
perform reasonably  assigned duties, or (iv) willfully violated any law, rule or
regulation  (other than  traffic  violations  or similar  offenses) or any final
cease and desist  order.  Notwithstanding  the  foregoing,  in no event will the
Participant be subject to termination for cause pursuant to clause (ii) or (iii)
above  until  the Board  shall  have  given  written  notice to the  Participant
specifically  setting forth the claimed cause, and Participant shall have failed
to cure,  correct, or prevent the alleged default from continuing within 30 days
after receipt of such written notice.

                          ARTICLE IV: SURVIVOR BENEFITS

     4.1  Pre-Determination  Survivor  Benefit.  Subject  to Section  3.4,  if a
Participant  dies while  employed  by the  Employer,  the  Employer  shall pay a
survivor benefit to the Participant's Beneficiary as follows:

     (a)  Amount.  The amount of the  pre-termination  survivor benefit shall be
     equal to the greater of the accrued  Supplemental  Retirement Benefit or 36
     times the Participant's Final Average Compensation.

     (b)  Payment.  The  pre-termination  survivor  benefit shall be paid to the
     Beneficiary in the form of 10 equal annual installments,  without interest,
     with the first  installment paid as soon as practicable after death and the
     remaining installments paid on the anniversary of the date of death.

     4.2 Post-Termination Survivor Benefit.

     (a)  Death Prior to Commencement of Benefits.  Subject to Section 3.4, if a
     Participant  dies following his termination of employment with the Employer
     and prior to the commencement of benefits hereunder, the Employer shall pay
     a survivor benefit to the Participant's Beneficiary as follows:

          (i)  Amount. The amount of the post-termination survivor benefit shall
          be  equal  to the  Actuarial  Equivalent  value  of the  Participant's
          Supplemental Retirement Benefit determined under Article V, calculated
          as of the date  benefits were to have  commenced  had the  Participant
          survived.

          (ii) Payment. The  post-termination  survivor benefit shall be paid to
          the Beneficiary in the form of 10 equal annual  installments,  without
          interest, with the first installment paid as soon as practicable after
          death and the remaining  installments  paid on the  anniversary of the
          date of death.


                                      -6-
<PAGE>

     (b)  Death After Commencement of Benefits.  If a Participant dies following
     his  termination  of employment  with the Employer and after  payments have
     commenced in accordance with the form of benefit  determined  under Section
     5.4, a survivor  benefit  will be paid if, and to the extent,  provided for
     under such form of benefit.

                   ARTICLE V: SUPPLEMENTAL RETIREMENT BENEFITS

     5.1 Normal  Retirement  Benefit.  Commencing  on the first day of the month
following a Participant's  Normal Retirement Date, the Employer shall pay to the
Participant  a  monthly  Supplemental  Retirement  Benefit  equal to the  Target
Retirement   Percentage   multiplied   by  the   Participant's   Final   Average
Compensation, less the amount in either (a) or (b).

     (a)  In the event payments  commence on or after the  Participant's age 65,
     the offsets shall be the sum of:

          (i)  100% of the Participant's monthly primary Social Security benefit
          determined at age 65; and

          (ii) The  Participant's  benefit in the form of a monthly  single life
          annuity under the TriCo  Bancshares  Employee Stock Ownership Plan, or
          any successor plan thereto.

          (iii)The  Participant's  benefit in the form of a monthly  single life
          annuity under the Profit Sharing Plan of the Tri Counties Bank, or any
          successor plan thereto.

          (iv) The monthly  benefit  payable to the Participant as a single life
          annuity at age 65 under the Tri  Counties  Bank  frozen  tax-qualified
          defined benefit plan.

     (b)  In the event payments  commence prior to the Participant's age 65, the
     offsets shall be the sum of:

          (i)  100% of the Participant's monthly primary Social Security benefit
          payable at age 65 under the Social  Security Act in effect at the time
          benefits commence, assuming level earnings to age 65; and

          (ii) The  Participant's  benefit in the form of a monthly  single life
          annuity commencing at age 65 under the TriCo Bancshares Employee Stock
          Option Plan,  or any successor  plan thereto,  assuming no interest is
          earned by the  Participant's  account from the date of  termination of
          employment with Employer until age 65.

          (iii)The  Participant's  benefit  in the form of monthly  single  life
          annuity under the Profit Sharing Plan of the Tri Counties Bank, or any
          successor  plan  thereto,  assuming  no  interest  is  earned  by  the
          Participant's  account from the date of termination of employment with
          Employer until age 65.

          (iv) The monthly  benefit  payable to the Participant as a single life
          annuity at age 65 under the Tri  Counties  Bank  frozen  tax-qualified
          defined benefit plan.

     5.2  Early  Retirement  Benefit.  If a  Participant  retires  at  an  Early
Retirement   Date,  the  Employer  shall  pay  to  the   Participant  a  monthly
Supplemental  Retirement  Benefit as determined  under Sections  5.1(b) and 5.4.
Payment  shall  commence  on the first day of the  second  month  following  the
Participant's Normal Retirement Date. The Participant may, however,  request the
commencement  of benefits  before the Normal  Retirement  Date and the Committee
may, in its sole discretion,  grant or deny such request.  If the  Participant's
benefits  commence before the Normal Retirement Date, the amount of the payments
shall be adjusted pursuant to Section 5.4 below.


                                      -7-
<PAGE>

     5.3 Early Termination Benefits.

     (a)  If a vested Participant  terminates employment with the Employer prior
     to  Retirement  or  death,  the  Employer  shall  pay to  the  Participant,
     commencing  on the first day of the month  following  the date on which the
     Participant  attains  age  65,  the  Supplemental   Retirement  Benefit  as
     determined under Section 5.1.

     (b)  At  the  Participant's   request,  the  Committee  may,  in  its  sole
     discretion,  commence  payment of the benefit  under this Section 5.3 on or
     after the first day of any month after the  Participant  attains age 55 and
     before  he  attains  age  65.  In  that  event,  the  monthly  Supplemental
     Retirement Benefit as determined under Sections 5.1 and 5.4.

     5.4 Reduction for Early Commencement of Benefits. If a Participant receives
a  Supplemental  Retirement  Benefit  under this Plan  before the  Participant's
Normal  Retirement  Date,  the  monthly   Supplemental   Retirement  Benefit  as
determined  under Section 5.1 shall be reduced by .5% per month for each year by
which the benefit  commencement  date precedes the  Participant's  age 65. In no
event shall the commencement of benefits precede the  Participant's  age 55. The
percentages stated above shall be prorated for partial months.

     5.5 Form of Benefit Payment.  The Supplemental  Retirement Benefit shall be
paid in the basic form provided below, unless, at the Participant's request, the
Committee,  in its  sole  discretion,  selects  an  alternative  form.  Any form
requested by the Participant shall be considered by the Committee, but shall not
be binding.  Any alternative form shall be the Actuarial Equivalent of the basic
form of benefit  payments.  The basic and  alternative  forms of payment  are as
follows:

     (a)  Basic Form of Benefit Payments.  Monthly single life annuity with a 10
     year certain for the Participant's life.

     (b)  Alternative Forms of Benefit Payment.

          (i)  joint and survivor annuity with payment continued to the survivor
          in the same amount as the amount paid to the Participant.

          (ii) A joint  and  survivor  annuity  with  payment  continued  to the
          survivor and one-half of the amount paid to the Participant.

          (iii)Any other Actuarial Equivalent method as approved by the Board.

     5.6 Commencement of Benefit Payments.  Notwithstanding  any other provision
of this Plan to the  contrary,  no benefits  shall be paid under this  Article V
until 30 days after an appropriate application therefor has been made.

     5.7  Withholding;  Payroll Taxes. The Employer shall withhold from payments
made  hereunder  any taxes  required to be withheld from a  Participant's  wages
under federal,  state or local law. However, a Beneficiary may elect not to have
withholding  for federal income tax purposes  pursuant to Section 3405(a) (2) of
the Internal Revenue Code, or any successor provision thereto.

     5.8  Payment  to  Guardian.  If a Plan  benefit  is payable to a minor or a
person declared incompetent or to a person incapable of handling the disposition
of his property,  the  Committee may direct  payment of such Plan benefit to the
guardian,  legal  representative  or such person  having the care and custody of
such  minor,   incompetent  or  person.  The  Committee  may  require  proof  of
incompetency,  minority,  incapacity or guardianship as it may deem  appropriate
prior to distribution of the Plan benefit.  Such  distribution  shall completely
discharge the Committee and the Employer from all liability with respect to such
benefit.

                       ARTICLE VI: BENEFICIARY DESIGNATION

     6.1 Beneficiary Designation.  Each Participant shall have the right, at any
time, to designate  any person or persons as his  Beneficiary  or  Beneficiaries
(both primary as well as  secondary)  to whom benefits  under this Plan shall be
paid in the event of his death prior to complete distribution to the Participant
of the benefits due under the Plan. Each Beneficiary  designation  shall be in a
written form prescribed by the Committee,  and will be effective only when filed
with the Committee during the Participant's lifetime.


                                      -8-
<PAGE>

     6.2 Amendments;  Marital Status. Any Beneficiary designation may be changed
by a Participant without the consent of any designated Beneficiary by the filing
of a new  Beneficiary  designation  with  the  Committee.  The  filing  of a new
Beneficiary designation form will cancel all Beneficiary designations previously
filed. If a Participant's  Compensation is community  property,  any Beneficiary
designation shall be valid or effective only as permitted under applicable law.

     6.3 No Participant Designation.  In the absence of an effective Beneficiary
designation,  or if all designated  Beneficiaries  predecease the Participant or
die prior to  complete  distribution  of the  Participant's  benefits,  then the
Participant's  designated  Beneficiary  shall be deemed to be the  Participant's
estate.

     6.4  Effect  of  Payment.  The  payment  to the  deemed  Beneficiary  shall
completely discharge the Employer's obligations under this Plan.

                           ARTICLE VII: ADMINISTRATION

     7.1 Committee; Duties. This Plan shall be administered by an Administrative
Committee  which shall consist of not less than three  persons  appointed by the
Chairman of the Board. Any member of the Committee may be removed at any time by
the Board.  Any member may resign by delivering  his written  resignation to the
Board. Upon the existence of any vacancy, the Board may appoint a successor. The
Committee shall have the authority to make,  amend,  interpret,  and enforce all
appropriate rules and regulations for the administration of this Plan and decide
or resolve any and all questions including  interpretations of this Plan, as may
arise in  connection  with the Plan. A majority of the members of the  Committee
shall  constitute a quorum for the  transaction of business.  A majority vote of
the Committee members constituting a quorum shall control any decision.

     7.2 Agents.  In the  administration  of this Plan,  the Committee may, from
time to time, employ agents and delegate to them such  administrative  duties as
it sees fit,  and may from time to time  consult with counsel who may be counsel
to the Employer.

     7.3 Binding Effect of Decisions. The decision or action of the Committee in
respect of any question arising out of or in connection with the administration,
interpretation  and  application  of the  Plan  and the  rules  and  regulations
promulgated hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan.

     7.4 Indemnity of Committee.  The Employer shall indemnify and hold harmless
the members of the Committee against any and all claims, loss, damage,  expense,
or  liability  arising  from any action or  failure to act with  respect to this
Plan, except in the case of gross negligence or willful misconduct.

                         ARTICLE VIII: CLAIMS PROCEDURE

     8.1 Claim. Any person claiming a benefit,  requesting an  interpretation or
ruling under the Plan,  or requesting  information  under the Plan shall present
the request in writing to the  Committee  which shall respond in writing as soon
as practicable.

     8.2 Denial of Claim. If the claim or request is denied,  the written notice
of denial should state:

     (a)  The reason for denial,  with specific reference to the Plan provisions
     on which the denial is based.

     (b)  A description of any additional  material or information  required and
     an explanation of why it is necessary.

     (c)  An explanation of the Plan's claim review procedure.


                                      -9-
<PAGE>

     8.3 Review of Claim. Any person whose claim or request is denied or who has
not  received a response  within 30 days may request a review by notice given in
writing  to the  Committee.  The  claim  or  request  shall be  reviewed  by the
Committee  who may,  but shall not be required to, grant the claimant a hearing.
On review, the claimant may have  representation,  examine pertinent  documents,
and submit issues and comments in writing.

     8.4 Final Decision. The decision on review shall normally be made within 60
days.  If an  extension  of time is  required  for a  hearing  or other  special
circumstances,  the  claimant  shall be notified and the time limit shall be 120
days.  The  decision  shall be in  writing  and shall  state the  reason and the
relevant  Plan  provisions.  All decisions on review shall be final and bind all
parties concerned.

                ARTICLE IX: TERMINATION, SUSPENSION OR AMENDMENT

     9.1  Termination,  Suspension  or Amendment of Plan.  The Board may, in its
sole  discretion,  terminate  or  suspend  this Plan at any time or from time to
time,  in whole or in part.  The Board  may amend  this Plan at any time or from
time to time.  Any  amendment  may  provide  different  benefits  or  amounts of
benefits from those herein set forth.  However, no such termination,  suspension
or amendment  shall  adversely  affect the benefits of  Participants  which have
accrued prior to such action, the benefits of any Participant who has previously
retired,  or the benefits of any Beneficiary of a Participant who has previously
died.  Furthermore,  no  termination,  suspension  or amendment  shall alter the
applicability  of  the  vesting  schedule  in  Section  33  with  respect  to  a
Participant's  accrued  benefit at the time of such  termination,  suspension or
amendment.

                            ARTICLE X: MISCELLANEOUS

     10.1 Unfunded Plan. This Plan is intended to be an unfunded plan maintained
primarily  to  provide  deferred  compensation  benefits  for a select  group of
"management  or highly  compensation  employees"  within the meaning of Sections
201,  301, and 401 of the Employee  Retirement  Income  Security act of 1974, as
amended ("ERISA"), and therefore to be exempt from the provisions of Parts 2, 3,
and 4 of Title I of ERISA. Accordingly,  the Plan shall terminate and no further
benefits  shall be paid  hereunder in the event it is  determined  by a court of
competent  jurisdiction or by an opinion of counsel that the Plan constitutes an
employee  pension benefit plan within the meaning of Section 3(2) of ERISA which
is not so exempt.

     10.2 Unsecured  General  Creditor.  Participants  and their  Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, interest
or  claims  in any  property  or  assets  of the  Employer,  nor  shall  they be
Beneficiaries of, or have any rights,  claims or interests in any life insurance
policies,  annuity  contracts,  or the proceeds  therefrom owned or which may be
acquired  by the  Employer.  Except as may be  provided  in Section  10.3,  such
policies,  annuity  contracts or other assets of the Employer  shall not be held
under any trust for the benefit of  Participants,  their  Beneficiaries,  heirs,
successors  or  assigns,  or  held  in any way as  collateral  security  for the
fulfilling of the  obligations  of the Employer  under this Plan. Any and all of
the Employer's assets and policies shall be, and remain, the general, unpledged,
unrestricted  assets of the Employer.  The Employer's  obligation under the Plan
shall be that of an unfunded and unsecured promise to pay money in the future.

     10.3 Trust Fund. The Employer  shall be responsible  for the payment of all
benefits provided under the Plan. At its discretion,  the Employer may establish
one or more trusts, with such trustees as the Board may approve, for the purpose
of  providing  for the  payment  of such  benefits.  Such trust or trusts may be
irrevocable,  but the  assets  thereof  shall be  subject  to the  claims of the
Employer's  creditors.  To the extent any benefits  provided  under the Plan are
actually paid from any such trust, the Employer shall have no further obligation
with respect thereto,  but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Employer.

     10.4  Nonassignability.  Neither a  Participant  nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate,  mortgage
or  otherwise  encumber,  transfer,  hypothecate  or convey in advance of actual
receipt the amounts, if any, payable hereunder,  or any part thereof, which are,
and  all  rights  to  which  are,  expressly  declared  to be  unassignable  and
nontransferable.  No part of the amount payable shall,  prior to actual payment,
be subject to seizure or sequestration for the payment of any debts,  judgments,
alimony or separate  maintenance owed by a Participant or any other person,  nor
be transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.


                                      -10-
<PAGE>

     10.5 Not a Contract of  Employment.  The terms and  conditions of this Plan
shall not be deemed to constitute a contract of employment  between the Employer
and the  Participant,  and the  Participant (or his  Beneficiary)  shall have no
rights  against the Employer  except as may otherwise be  specifically  provided
herein. Moreover, nothing in this Plan shall be deemed to give a Participant the
right to be  retained in the service of the  Employer or to  interfere  with the
right of the Employer to discipline or discharge him at any time.

     10.6 Protective Provisions.  A Participant will cooperate with the Employer
by furnishing  any and all  information  requested by the Employer,  in order to
facilitate  the  payment  of  benefit  hereunder,  and by taking  such  physical
examinations  as the Employer may deem necessary and taking such other action as
may be requested by the Employer.

     10.7 Terms. Whenever any words are used herein in the masculine, they shall
be  construed  as though they were used in the  feminine in all cases where they
would so apply; and wherever any words are used herein in the singular or in the
plural,  they  shall be  construed  as though  they  were used in the  plural or
singular, as the case may be, in all cases where they would so apply.

     10.8 Captions.  The captions of the articles,  sections,  and paragraphs of
this Plan are for  convenience  only and shall not control or affect the meaning
or construction of any of its provisions.

     10.9  Governing  Law.  The  provisions  of this  Plan  shall be  construed,
interpreted,  and governed in all respects in accordance with applicable federal
law and, to the extent not preempted by such federal law, in accordance with the
laws of the State of California.

     10.10  Validity.  If any  provision  of this Plan shall be held  illegal or
invalid for any reason, the remaining provisions shall nevertheless  continue in
full force and effect without being impaired or invalidated in any way.

     10.11 Notice. Any notice or filing required or permitted to be given to the
Committee under the Plan shall be sufficient in writing and hand  delivered,  or
sent by registered or certified mail, to any member of the Committee,  or to the
Employer's  statutory agent. Such notice shall be deemed given as of the date of
delivery  or, if delivery is made by mail,  as of the date shown on the postmark
on the receipt for registration or certification.

     10.12  Successors.  The provisions of this Plan shall bind and inure to the
benefit of the Employer and its successors and assigns.  The term  successors as
used herein shall  include any corporate or other  business  entity which shall,
whether  by  merger,  consolidation,   purchase  or  otherwise  acquire  all  or
substantially all of the business and assets of the Employer,  and successors of
any such corporation or other business entity.


                                   TRICO BANCSHARES


                             By:  /s/ William J. Casey
                                  ----------------------------------------------
                                    Chairman


                             By:  /s/ Wendell J. Lundberg
                                  ----------------------------------------------
                                    Secretary


                             Dated: August 3, 2004



                                      -11-
<PAGE>

Exhibit 10.15

The 2004 TriCo  Bancshares  Supplemental  Executive  Retirement  Plan  effective
January 1, 2004













                                    THE 2004

                                TRICO BANCSHARES

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



























                            Effective January 1, 2004



<PAGE>

                                TABLE OF CONTENTS
                                                                      Page

ARTICLE I             PURPOSE; EFFECTIVE DATE                           4
ARTICLE II            DEFINITIONS                                       4
                    2.1           Actuarial Equivalent                  4
                    2.2           Board                                 4
                    2.3           Change in Control                     4
                    2.4           Committee                             5
                    2.5           Compensation                          5
                    2.6           Disability                            5
                    2.7           Early Retirement Date                 5
                    2.8           Employer                              5
                    2.9           Final Average Compensation            5
                    2.10          Normal Retirement Date                5
                    2.11          Participant                           5
                    2.12          Participation Agreement               5
                    2.13          Retirement                            5
                    2.14          Supplemental Retirement Benefit       6
                    2.15          Target Retirement Percentage          6
                    2.16          Years of Credited Service             6
                    2.17          Applicable Percentage                 6
ARTICLE III           PARTICIPATION AND VESTING                         7
                    3.1           Eligibility and Participation         7
                    3.2           Change in Employment Status           7
                    3.3           Eligibility for Benefits              7
                    3.4           Involuntary Termination               8

ARTICLE IV            SUPPLEMENTAL RETIREMENT BENEFITS                  9
                    4.1           Normal Retirement Benefit             9
                    4.2           Early Retirement Benefit              9
                    4.3           Early Termination Benefits            9
                    4.4           Reduction for Early Commencement
                                  of Benefits                          10
                    4.5           Form of Benefit Payment              10
                    4.6           Commencement of Benefit Payments     10
                    4.7           Withholding; Payroll Taxes           10
                    4.8           Payment to Guardian                  10

ARTICLE V          ADMINISTRATION                                      11
                   5.1            Committee; Duties                    11
                   5.2            Agents                               11
                   5.3            Binding Effect of Decisions          11
                   5.4            Indemnity of Committee               11



                                      -2-
<PAGE>

                                TABLE OF CONTENTS

                                   (Continued)
                                                                      Page
ARTICLE VI         BENEFICIARY DESIGNATION                             11
                   6.1            Beneficiary Designation              11
                   6.2            Amendments: Marital Status           11
                   6.3            No Participant Designation           11
                   6.4            Effect of Payment                    11

ARTICLE VII        CLAIMS PROCEDURE                                    12
                   7.1            Claim                                12
                   7.2            Denial of Claim                      12
                   7.3            Review of Claim                      12
                   7.4            Final Decision                       12

ARTICLE VIII       TERMINATION, SUSPENSION OR AMENDMENT                12

ARTICLE IX         MISCELLANEOUS  13
                   9.1            Unfunded Plan                        13
                   9.2            Unsecured General Creditor           13
                   9.3            Trust Fund                           13
                   9.4            Nonassignability                     13
                   9.5            Not a Contract of Employment         13
                   9.6            Protective Provisions                13
                   9.7            Terms                                14
                   9.8            Captions                             14
                   9.9            Governing Law                        14
                   9.10           Validity                             14
                   9.11           Notice                               14
                   9.12           Successors                           14

EXHIBIT 1:  Participation Agreement                                    15

EXHIBIT 2:  Beneficiary Agreement                                      16







                                      -3-
<PAGE>


                                    THE 2004

                                TRICO BANCSHARES

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                                    ARTICLE I

                             PURPOSE; EFFECTIVE DATE

     The purpose of this Supplemental  Executive Retirement Plan (the "Plan") is
to provide  supplemental  retirement benefits for certain key employees of TriCo
Bancshares,  Tri Counties  Bank,  and  subsidiaries  or affiliates  thereof (the
"Employer") who are employed by the Employer on, or after January 1, 2004. It is
intended  that the Plan will aid in  retaining  and  attracting  individuals  of
exceptional  ability by providing them with these  benefits.  This Plan shall be
effective as of January 1, 2004.


                                   ARTICLE II

                                   DEFINITIONS

     For the purposes of this Plan, the following  terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

            2.1 Actuarial Equivalent. "Actuarial Equivalent" means equivalence
in value between two or more forms and/or times of payment based on a
determination by an actuary chosen by the Committee, using sound actuarial
assumptions at the time of such determination.

     2.2 Board "Board" means the Board of Directors of TriCo Bancshares.

     2.3 Change in Control. A "Change of Control" shall occur:

     (a)  upon TriCo Bancshares' knowledge that any person (as such term is used
     in Sections 13(d) and l4(d)(2) of the  Securities  Exchange Act of 1934, as
     amended) is or becomes "the beneficial  owner" (as defined in Rule 13d-3 of
     the Exchange  Act),  directly or  indirectly,  of TriCo  Bancshares  shares
     representing  40% or  more  of  the  combined  voting  power  of  the  then
     outstanding securities; or

     (b)  upon the  first  purchase  of the  Common  Stock of TriCo  -Bancshares
     pursuant  to a tender or  exchange  offer  (other than a tender or exchange
     offer made by TriCo Bancshares); or

     (c)  upon the approval by the  stockholders of TriCo Bancshares of a merger
     or  consolidation  (other  than a merger or  consolidation  in which  TriCo
     Bancshares  is the surviving  corporation  and which does not result in any
     reclassification  or  reorganization  of TriCo Bancshares' then outstanding
     securities),  a sale or  disposition of all or  substantially  all of TriCo
     Bancshares'  assets  or a plan  of  liquidation  or  dissolution  of  TriCo
     Bancshares; or


                                      -4-
<PAGE>

     (d)  if, during any period of two consecutive years, individuals who at the
     beginning  of such  period  constitute  the  Board  of  Directors  of TriCo
     Bancshares cease for any reason to constitute at least a majority  thereof,
     unless the election or nomination for the election by the  stockholders  of
     TriCo  Bancshares  of each new  director was approved by a vote of at least
     two-thirds of the directors  then still in office who were directors at the
     beginning of the period.

     2.4 Committee. "Committee" means the Compensation and Benefits Committee of
the Board of Directors of TriCo Bancshares.

     2.5 Compensation.  "Compensation" means the base salary and bonuses paid to
a Participant  and  considered to be "wages" for purposes of federal  income tax
withholding.  Compensation  shall be calculated before reduction for any amounts
deferred pursuant to any deferral arrangement by which the Participant can defer
the  current   receipt  of  income.   Compensation   does  not  include  expense
reimbursements, or any form of non-cash compensation or benefits.

     2.6 Disability. "Disability" means a physical or mental condition which, in
the  opinion  of  the  Committee,   prevents  an  employee  from  satisfactorily
performing  his usual duties for the Employer.  The  Committee's  decision as to
Disability will be based upon medical reports and/or other evidence satisfactory
to the Committee.

     2.7 Early Retirement Date.  "Early Retirement Date" means the date on which
a Participant  terminates employment with the Employer, if such termination date
occurs on or after such  Participant's  attainment  of age 55 and  completion of
fifteen (15) Years of Credited Service, but prior to his Normal Retirement Date.

     2.8 Employer. "Employer" means TriCo Bancshares, Tri Counties Bank, and any
affiliated or subsidiary  corporation designated by the Board, or any successors
to the businesses thereof.

     2.9 Final Average  Compensation.  "Final  Average  Compensation"  means the
Participant's Compensation during the 36 full consecutive calendar months out of
the last 60 calendar  months of  employment  with the Employer  during which the
Participant's Compensation is the highest, divided by 36.

     2.10 Normal Retirement Date.  "Normal  Retirement Date" shall mean the date
on  which  the  Participant  terminates  employment  with the  Employer  if such
termination  date  occurs on or after the  Participant's  attainment  of age 62.
"Normal  Retirement  Date"  shall  also mean the date on which  the  Participant
terminates employment pursuant to Article 3.3 (e) following a Change in Control.

     2.11 Participant.  "Participant"  means any individual who is participating
in or has  participated  in this  Plan,  and who has not yet  received  his full
benefit hereunder, as provided in Article III.

     2.12 Participant Agreement.  "Participation  Agreement" means the agreement
filed by a Participant and approved by the Board pursuant to Article III.

     2.13  Retirement.  "Retirement"  means  a  Participant's  termination  from
employment  with the  Employer at the  Participant's  Early  Retirement  Date or
Normal Retirement Date, as applicable.


                                      -5-
<PAGE>

     2.14 Supplemental  Retirement  Benefit.  "Supplemental  Retirement Benefit"
means the benefit determined under Article IV of this Plan.

     2.15 Target Retirement  Percentage.  "Target  Retirement  Percentage" shall
equal 70% multiplied by the percentage presented in the table below:

               Full Years of Credited Service 1:              7%
               Full Years of Credited Service 2:             13%
               Full Years of Credited Service 3:             20%
               Full Years of Credited Service 4:             27%
               Full Years of Credited Service 5:             33%
               Full Years of Credited Service 6:             40%
               Full Years of Credited Service 7:             47%
               Full Years of Credited Service 8:             53%
               Full Years of Credited Service 9:             60%
               Full Years of Credited Service 10:            67%
               Full Years of Credited Service 11:            73%
               Full Years of Credited Service 12:            80%
               Full Years of Credited Service 13:            87%
               Full Years of Credited Service 14:            93%
               Full Years of Credited Service 15:           100%

     2.16 Years of  Credited  Service.  "Years of  Credited  Service"  means the
number of years of credited  vesting  service  determined in accordance with the
provisions  of the  TriCo  Bancshares  Employee  Stock  Ownership  Plan,  or any
successor thereto, whether or not the Participant is a participant in such plan,
or designated at the discretion of the Committee.

     2.17 Applicable  Percentage.  The term "Applicable  Percentage"  shall mean
that percentage of the Supplemental  Retirement Benefits that the Participant is
entitled to receive based on the  circumstances  surrounding  the termination of
Employment.  The Applicable Percentage of Supplemental Retirement Benefits shall
accrue on the following basis:

               Full Years of Credited Service 1:              0%
               Full Years of Credited Service 2:              0%
               Full Years of Credited Service 3:              0%
               Full Years of Credited Service 4:              0%
               Full Years of Credited Service 5:             33%
               Full Years of Credited Service 6:             40%
               Full Years of Credited Service 7:             47%
               Full Years of Credited Service 8:             53%
               Full Years of Credited Service 9:             60%
               Full Years of Credited Service 10:            67%
               Full Years of Credited Service 11:            73%
               Full Years of Credited Service 12:            80%
               Full Years of Credited Service 13:            87%
               Full Years of Credited Service 14:            93%
               Full Years of Credited Service 15:           100%



                                      -6-
<PAGE>


                                   ARTICLE III

                            PARTICIPATION AND VESTING

     3.1 Eligibility and Participation.

     (a)  Eligibility.  Eligibility  to  participate  in the Plan is  limited to
     those key employees of the Employer that are designated, from time to time,
     by the Board.

     (b)  Participation.  An  employee's  participation  in the  Plan  shall  be
     effective upon  notification of such person by the Committee of eligibility
     to participate, completion of a Participation Agreement by such person, and
     acceptance  of the  Participation  Agreement  by the  Committee.  Except as
     modified by paragraph 3.2 below,  participation  in the Plan shall continue
     until such time as the Participant  terminates employment with the Employer
     and as long thereafter as the  Participant is eligible to receive  benefits
     under this Plan.

     3.2  Change  in  Employment   Status.   If  the  Board  determines  that  a
Participant's  employment  performance  is no longer at a level  which  deserves
reward  through   participation  in  this  Plan,  but  does  not  terminate  the
Participant's employment with the Employer, participation herein and eligibility
to receive  benefits  hereunder  shall be limited  to the  Participant's  vested
interest in such  benefits as of the date  designated  by the Board.  In such an
event,  the  benefits  payable to the  Participant  shall be based solely on the
Participant's  Years  of  Credited  Service  and  Compensation  as of  the  date
designated by the Board.

     3.3 Eligibility for Benefits.

     (a)  Retirement on Normal Retirement Date: The Applicable  Percentage for a
     Participant  whose employment with the Employer  terminates on or after the
     Normal Retirement Date shall be 100%.

     (b)  Retirement  on or  after  Early  Retirement  Date  but  before  Normal
     Retirement  Date:  The  Participant  may  elect to  retire  on a date  that
     constitutes an Early Retirement Date provided the Applicable  Percentage is
     67% or greater as of the effective date of Retirement.

     (c)  Termination   Without  Cause.  If  the  Participant's   employment  is
     terminated by the Employer without cause, the Participant shall be eligible
     to receive benefits pursuant to the Target Retirement Percentage accrued as
     of the effective date of Termination.

     (d)  Voluntary  Termination.  If the Employee's employment is terminated by
     voluntary  resignation other than for Early Retirement,  the Employee shall
     be entitled to be paid the following benefits:

          (i)  If the Applicable  Percentage is one hundred percent (100%) as of
          the date of termination,  the Participant shall be entitled to be paid
          the  Target  Retirement  Percentage  of  the  Supplemental  Retirement
          Benefits.

          (ii) If the  Applicable  Percentage  is less than one hundred  percent
          (100%) as of the date of termination,  the  Participant  shall forfeit
          any and all rights and  benefits  the  Participant  may have under the
          terms of this  Agreement and shall have no right to be paid any of the
          amounts which would otherwise be due or paid to the Participant by the
          Employer pursuant to the terms of this Agreement.

     (e)  Termination  Following a Change in Control: In the event a Participant
     is terminated  pursuant to a Change in Control,  the Applicable  Percentage
     shall be 100%. A  termination  shall be deemed to be in  connection  with a
     Change in Control if, within two (2) years  following  the  occurrence of a
     Change in  Control:  The  Participant's  employment  with the  Employer  is
     terminated  by either the Employee or the Employer  other than because of a
     Termination for Cause.


                                      -7-
<PAGE>

     (f)  Termination Following the Determination of Disability:  The Applicable
     Percentage for a Participant whose employment with the Employer  terminates
     because of Disability shall be 100%.

     3.4 Involuntary Termination .

If a Participant is terminated  for any reason  identified in (a) (b) (c) or (d)
below,  the Participant  shall forfeit all benefits payable under this Plan.

     (a)  Gross negligence or gross neglect

     (b)  The  commission of a felony,  misdemeanor,  or any other act involving
     moral  turpitude,  fraud, or dishonesty which has a material adverse impact
     on the Bank.

     (c)  The willful and  intentional  disclosure,  without  authority,  of any
     secret or confidential information concerning the Bank which has a material
     adverse impact on the Bank.

     (d)  The willful and  intentional  violation of the rules or regulations of
     any regulatory agency or government  authority having jurisdiction over the
     Bank, which has a material adverse effect upon the Bank






                                      -8-
<PAGE>

ARTICLE IV

                        SUPPLEMENTAL RETIREMENT BENEFITS

     4.1 Normal  Retirement  Benefit.  Commencing  on the first day of the month
following a Participant's  Normal Retirement Date, the Employer shall pay to the
Participant  a  monthly  Supplemental  Retirement  Benefit  equal to the  Target
Retirement   Percentage   multiplied   by  the   Participant's   Final   Average
Compensation, less the amount in either (a) or (b).

     (a)  In the event payments  commence on or after the  Participant's age 62,
     the offsets shall be the sum of:

          (i)  l00% of the Participant's monthly primary Social Security benefit
          determined as if the Participant were age 62; and

          (ii) The  Participant's  benefit in the form of a monthly  single life
          annuity under the TriCo  Bancshares  Employee Stock Ownership Plan, or
          any successor plan thereto.


     (b)  In the event payments  commence prior to the Participant's age 62, the
     offsets shall be the sum of:

          (i)  100% of the Participant's monthly primary Social Security benefit
          payable as if the  Participant  were age 62 under the Social  Security
          Act in effect at the time benefits  commence,  assuming level earnings
          to age 62; and

          (ii) The  Participant's  benefit in the form of a monthly  single life
          annuity commencing at age 62 under the TriCo Bancshares Employee Stock
          Ownership Plan, or any successor plan thereto, assuming no interest is
          earned by the  Participant's  account from the date of  termination of
          employment with Employer until age 62.


     4.2  Early  Retirement  Benefit.  If a  Participant  retires  at  an  Early
Retirement   Date,  the  Employer  shall  pay  to  the   Participant  a  monthly
Supplemental Retirement Benefit as determined under Sections 4.1(b) and 4.4.

     4.3 Early Termination Benefits.

     (a)  If a  Participant  terminates  employment  with the Employer  prior to
     Retirement,  the Employer shall pay to the  Participant,  commencing on the
     first day of the month following the date on which the Participant  attains
     age 62, the  Supplemental  Retirement  Benefit  will be paid as  determined
     under Section 4.1.

     (b)  At  the  Participant's   request,  the  Committee  may,  in  its  sole
     discretion,  commence  payment of the benefit  under this Section 4.3 on or
     after the first day of any month after the  Participant  attains age 55 and
     before  he  attains  age  62.  In  that  event,  the  monthly  Supplemental
     Retirement Benefit will be paid as determined under Sections 4.1 and 4.4.


                                      -9-
<PAGE>

     4.4 Reduction for Early Commencement of Benefits. If a Participant receives
a  Supplemental  Retirement  Benefit  under this Plan  before the  Participant's
Normal  Retirement  Date,  the  monthly   Supplemental   Retirement  Benefit  as
determined under Section 4.1 shall be reduced by .5% per month for each month by
which the benefit  commencement  date precedes the  Participant's  age 62; In no
event  shall  the  commencement  of  benefits  precede  the  Participant's  55th
birthday. The percentages stated above shall be prorated for partial months.

     4.5 Form of Benefit Payment.  The Supplemental  Retirement Benefit shall be
paid in the basic form provided below, unless, at the Participant's request, the
Committee,  in its  sole  discretion,  selects  an  alternative  form.  Any form
requested by the Participant shall be considered by the Committee, but shall not
be binding.  Any alternative form shall be the Actuarial Equivalent of the basic
form of benefit  payments.  The basic and  alternative  forms of payment  are as
follows:

     (a)  Basic Form of Benefit  Payments.  Monthly  single life annuity for the
     Participant's life.

     (b)  Alternative Forms of Benefit Payment.

          (i)  joint and survivor  annuity with an  Actuarial  Equivalent  Value
          equal to the Basic  Benefit with payment  continued to the survivor in
          the same amount as the amount paid to the Participant.

          (ii) A joint and survivor  annuity with an Actuarial  Equivalent Value
          equal to the Basic Benefit with payment  continued to the survivor and
          one-half of the amount paid to the Participant.

          (iii)Any other Actuarial Equivalent method as approved by the Board.

     4.6 Commencement of Benefit Payments.  Notwithstanding  any other provision
of this Plan to the  contrary,  no benefits  shall be paid under this Article IV
until 30 days after an appropriate application therefore has been made.

     4.7  Withholding;  Payroll Taxes. The Employer shall withhold from payments
made hereunder any taxes required to be withheld from a Participant's  age under
federal,  state  or local  law.  However,  a  Beneficiary  in elect  not to have
withholding  for federal income tax purposes  pursuant to Section 3405(a) (2) of
the Internal Revenue Code, or any successor provision thereto.

     4.8  Payment  to  Guardian.  If a Plan  benefit  is payable to a minor or a
person declared incompetent or to a person incapable of handling the disposition
of his property,  the  Committee may direct  payment of such Plan benefit to the
guardian,  legal  representative  or such person  having the care and custody of
such  minor,   incompetent  or  person.  The  Committee  may  require  proof  of
incompetency,  minority,  incapacity or guardianship as it may deem  appropriate
prior to distribution of the Plan benefit.  Such  distribution  shall completely
discharge the Committee and the Employer from all liability with respect to such
benefit.



                                      -10-
<PAGE>

                                    ARTICLE V

                                 ADMINISTRATION

     5.1 Committee; Duties. This Plan shall be administered by an Administrative
Committee  which shall consist of not less than three  persons  appointed by the
Chairman of the Board. Any member of the Committee may be removed at any time by
the Board.  Any member may resign by delivering  his written  resignation to the
Board. Upon the existence of any vacancy, the Board may appoint a successor. The
Committee shall have the authority to make,  amend,  interpret,  and enforce all
appropriate rules and regulations for the administration of this Plan and decide
or resolve any and all questions including  interpretations of this Plan, as may
arise in  connection  with the Plan. A majority of the members of the  Committee
shall  constitute a quorum for the  transaction of business.  A majority vote of
the Committee members constituting a quorum shall control any decision.

     5.2 Agents.  In the  administration  of this Plan,  the Committee may, from
time to time, employ agents and delegate to them such  administrative  duties as
it sees fit,  and may from time to time  consult with counsel who may be counsel
to the Employer.

     5.3 Binding Effect of Decisions. The decision or action of the Committee in
respect of any question arising out of or in connection with the administration,
interpretation  and  application  of the  Plan  and the  rules  and  regulations
promulgated hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan.

     5.4 Indemnity of Committee.  The Employer shall indemnify and hold harmless
the members of the Committee against any and all claims, loss, damage,  expense,
or  liability  arising  from any action or  failure to act with  respect to this
Plan, except in the case of gross negligence or willful misconduct.

ARTICLE VI

                             BENEFICIARY DESIGNATION

     6.1 Beneficiary Designation.  Each Participant shall have the right, at any
time, to designate  any person or persons as his  Beneficiary  or  Beneficiaries
(both primary as well as  secondary)  to whom benefits  under this Plan shall be
paid in the event of his death prior to complete distribution to the Participant
of the benefits due under the Plan. Each Beneficiary  designation  shall be in a
written form prescribed by the Committee,  and will be effective only when filed
with the Committee during the Participant's lifetime.

     6.2 Amendments:  Marital Status. Any Beneficiary designation may be changed
by a Participant without the consent of any designated Beneficiary by the filing
of a new  Beneficiary  designation  with  the  Committee.  The  filing  of a new
Beneficiary designation form will cancel all Beneficiary designations previously
filed. If a Participant's  Compensation is community  property,  any Beneficiary
designation shall be valid or effective only as permitted under applicable law.

     6.3 No Participant Designation.  In the absence of an effective Beneficiary
designation,  or if all designated  Beneficiaries  predecease the Participant or
die prior to  complete  distribution  of the  Participant's  benefits,  then the
Participant's  designated  Beneficiary  shall be deemed to be the  Participant's
estate.

     6.4  Effect  of  Payment.  The  payment  to the  deemed  Beneficiary  shall
completely discharge the Employer's obligations under this Plan.


                                      -11-
<PAGE>

                                   ARTICLE VII

                                CLAIMS PROCEDURE

     7.1 Claim. Any person claiming a benefit,  requesting an  interpretation or
ruling under the Plan,  or requesting  information  under the Plan shall present
the request in writing to the  Committee  which shall respond in writing as soon
as practicable.

     7.2 Denial of Claim. If the claim or request is denied,  the written notice
of denial should state:

     (a)  The reason for denial,  with specific reference to the Plan provisions
     on which the denial is based.

     (b)  A description of any additional  material or information  required and
     an explanation of why it is necessary.

     (c)  An explanation of the Plan's claim review procedure.

     7.3 Review of Claim. Any person whose claim or request is denied or who has
not  received a response  within 30 days may request a review by notice given in
writing  to the  Committee.  The  claim  or  request  shall be  reviewed  by the
Committee  who may,  but shall not be required to, grant the claimant a hearing.
On review, the claimant may have  representation,  examine pertinent  documents,
and submit issues and comments in writing.

     7.4 Final Decision. The decision on review shall normally be made within 60
days.  If an  extension  of time is  required  for a  hearing  or other  special
circumstances,  the  claimant  shall be notified and the time limit shall be 120
days.  The  decision  shall be in  writing  and shall  state the  reason and the
relevant  Plan  provisions.  All decisions on review shall be final and bind all
parties concerned.


ARTICLE VIII

                         TERMINATION, SUSPENSION OR AMENDMENT

     The Board may, in its sole  discretion,  terminate  or suspend this Plan at
any time or from time to time,  in whole or in part.  The  Board may amend  this
Plan at any time or from  time to time.  Any  amendment  may  provide  different
benefits or amounts of benefits  from those herein set forth.  However,  no such
termination,  suspension  or amendment  shall  adversely  affect the benefits of
Participants  which have  accrued  prior to such  action,  the  benefits  of any
Participant who has previously  retired, or the benefits of any Beneficiary of a
Participant who has previously died. Furthermore, no termination,  suspension or
amendment shall alter the  applicability  of the percentage in Section 2.17 with
respect to a  Participant's  accrued  benefit  at the time of such  termination,
suspension or amendment.



                                      -12-
<PAGE>

                                   ARTICLE IX

                                  MISCELLANEOUS

     9.1 Unfunded Plan.  This Plan is intended to be an unfunded plan maintained
primarily  to  provide  deferred  compensation  benefits  for a select  group of
"management or highly compensated employees" within the meaning of Sections 201,
301, and 401 of the Employee  Retirement Income Security act of 1974, as amended
("ERISA"),  and therefore to be exempt from the  provisions of Parts 2, 3, and 4
of Title I ERISA. Accordingly,  the Plan shall terminate and no further benefits
shall be paid  hereunder in the event it is  determined  by a court of competent
jurisdiction  or by an opinion of counsel that the Plan  constitutes an employee
pension benefit plan within the meaning of Section 3(2) of ERISA which is not so
exempt.

     9.2  Unsecured  General  Creditor.  Participants  and their  Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, interest
or  claims  in any  property  or  assets  of the  Employer,  nor  shall  they be
Beneficiaries of, or have any rights,  claims or interests in any life insurance
policies,  annuity  contracts,  or the. proceeds therefrom owned or which may be
acquired  by the  Employer.  Except as may be  provided  in  Section  8.3,  such
policies,  annuity  contracts or other assets of the Employer  shall not be held
under any trust for the benefit of  Participants,  their  Beneficiaries,  heirs,
successors  or  assigns,  or  held  in any way as  collateral  security  for the
fulfilling of the  obligations  of the Employer  under this Plan. Any and all of
the Employer's assets and policies shall be, and remain, the general, unpledged,
unrestricted  assets of the Employer.  The Employer's  obligation under the Plan
shall be that of an unfunded and unsecured promise to pay money in the future.

     9.3 Trust Fund. The Employer  shall be  responsible  for the payment of all
benefits provided under the Plan. At its discretion,  the Employer may establish
one or more trusts, with such trustee. as the Board may approve, for the purpose
of  providing  for the  payment  of such  benefits.  Such trust or trusts may be
irrevocable,  but the  assets  thereof  shall be  subject  to the  claims of the
Employer's  creditors.  To the extent any benefits  provided  under the Plan are
actually paid from any such trust, the Employer shall have no further obligation
with respect thereto,  but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Employer.

     9.4 Nonassignabiliy.  Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer,  pledge,  anticipate,  mortgage or
otherwise encumber, transfer, hypothecate or convey in advance of actual receipt
the amounts, if any, payable hereunder,  or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and  nontransferable.
No part of the amount  payable  shall,  prior to actual  payment,  be subject to
seizure or  sequestration  for the payment of any debts,  judgments,  alimony or
separate  maintenance  owed  by a  Participant  or  any  other  person,  nor  be
transferable  by operation of law in the event of a  Participant's  or any other
person's bankruptcy or insolvency.

     9.5 Not a Contract of  Employment.  The terms and  conditions  of this Plan
shall not be deemed to constitute a contract of employment  between the Employer
and the  Participant,  and the  Participant (or his  Beneficiary)  shall have no
rights  against the Employer  except as may otherwise be  specifically  provided
herein. Moreover, nothing in this Plan shall be deemed to give a Participant the
right to be  retained in the service of the  Employer or to  interfere  with the
right of the Employer to discipline or discharge him at any time.

     9.6 Protective  Provisions.  A Participant will cooperate with the Employer
by furnishing  any and all  information  requested by the Employer,  in order to
facilitate  the  payment  of  benefit  hereunder,  and by taking  such  physical
examinations  as the Employer may deem necessary and taking such other action as
may be requested by the Employer.


                                      -13-
<PAGE>

     9.7 Terms. Whenever any words are used herein in the masculine,  they shall
be  construed  as though they were used in the  feminine in all cases where they
would so apply; and wherever any words are used herein in the singular or in the
plural,  they  shall be  construed  as though  they  were used in the  plural or
singular, as the case may be, in all cases where they would so apply.

     9.8 Captions.  The captions of the articles,  sections,  and  paragraphs of
this Plan are for  convenience  only and shall not control or affect the meaning
or construction of any of its provisions.

     9.9  Governing  Law.  The  provisions  of this  Plan  shall  be  construed,
interpreted,  and governed in all respects in accordance with applicable federal
law and, to the extent not preempted by such federal law, in accordance with the
laws of the State of California.

     9.10  Validity.  If any  provision  of this Plan  shall be held  illegal or
invalid for any reason, the remaining provisions shall nevertheless  continue in
full force and effect without being impaired or invalidated in any way.

     9.11 Notice.  Any notice or filing required or permitted to be given to the
Committee under the Plan shall be sufficient in writing and hand  delivered,  or
sent by registered or certified mail, to any member of the Committee,  or to the
Employer's  statutory agent. Such notice shall be deemed given as of the date of
delivery  or, if delivery is made by mail,  as of the date shown on the postmark
on the receipt for registration or certification.

     9.12  Successors.  The  provisions of this Plan shall bind and inure to the
benefit of the Employer and its successors and assigns.  The term  successors as
used herein shall  include any corporate or other  business  entity which shall,
whether  by  merger,  consolidation,   purchase  or  otherwise  acquire  all  or
substantially all of the business and assets of the Employer,  and successors of
any such corporation or other business entity.


TRICO BANCSHARES



By:    /s/ William J. Casey
       ---------------------------------
       William Casey, Chairman



By:    /s/ Wendell J. Lundberg
       ---------------------------------
       Secretary



                                      -14-
<PAGE>

Exhibit 1

Participation Agreement
The TriCo Bancshares 2004 Supplemental Executive Retirement Plan

Participant:                    (INSERT NAME)
                    ------------------------------------

Eligibility Date:       (INSERT DATE OF ELIGIBILITY)
                    ------------------------------------

The above named  Participant is authorized to receive  benefits  pursuant to the
2004 TriCo Bancshares  Supplemental  Executive  Retirement Plan. Benefit accrual
shall commence as of the Eligibility Date listed above.


Waiver and Release of Claims
In  granting  this  benefit  to  the  Participant,   TriCo  Bancshares  and  the
Participant  acknowledge that any benefits earned in the 1987 Plan are frozen at
the level accrued as of December 31, 2003. The parties mutually agree that these
benefits will be provided by the 2004 TriCo  Bancshares  Supplemental  Executive
Retirement  Plan which  replaces  any  benefits  the  Participant  may have been
eligible to receive  pursuant to the Tri Counties  Bank  Supplemental  Executive
Retirement Plan effective September 1, 1987. The parties mutually agree that any
obligations  due the  Participant  under  the  terms of the 1987  Plan are fully
satisfied by the benefits  provided by the TriCo  Bancshares  2004  Supplemental
Executive Retirement Plan.



Participant:
                   ---------------------------         -------------------------
                           (Signature)                        (Print Name)


TriCo Bancshares:
                   ---------------------------
                      (authorized executive)


Date:
                   ---------------------------





                                      -15-
<PAGE>


EXHIBIT 2

Beneficiary Designation Form
The 2004 TriCo Bancshares Supplemental Executive Retirement Plan

I.       PRIMARY DESIGNATION
         (You may  refer  to the  beneficiary designation information  prior  to
         completion of this form.)

A.       Person(s) as a Primary Designation:
         (Please indicate the percentage for each beneficiary.)


Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)


Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)


Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)


B.       Estate as a Primary Designation:

My Primary  Beneficiary is The Estate of
                                          --------------------------------------
as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Primary Designation:

Name of the Trust:
                    ------------------------------------------------------------
Execution Date of the Trust:       /       /
                             -----   -----   ---------
Name of the Trustee:
                     -----------------------------------------------------------

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each
beneficiary):
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

Is this an Irrevocable Life Insurance Trust?           Yes              No
                                              --------         --------
(If yes and this designation is for a Split Dollar  agreement,  an Assignment of
Rights form should be completed.)


                                      -16-
<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  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Secondary (Contingent) Designation:

Name of the Trust:
                    ------------------------------------------------------------
Execution Date of the Trust:       /       /
                             -----   -----   ---------
Name of the Trustee:
                     -----------------------------------------------------------

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each

beneficiary):
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

All sums payable under this Agreement by reason of my death shall be paid to the
Primary  Beneficiary(ies),  if  he  or  she  survives  me,  and  if  no  Primary
Beneficiary(ies)   shall  survive  me,  then  to  the   Secondary   (Contingent)
Beneficiary(ies).  This  beneficiary  designation is valid until the participant
notifies the bank in writing.



---------------------------------------                   ----------------------
Participant's Signature                                            Date


                                      -17-
<PAGE>

Exhibit 10.21

Form of Indemnification Agreement between TriCo Bancshares/Tri Counties Bank and
each of Craig Carney,  W.R. Hagstrom,  Andrew Mastorakis,  Rick Miller,  Richard
O'Sullivan, Thomas Reddish, Ray Rios, and Richard Smith.

                            INDEMNIFICATION AGREEMENT


     This Indemnification Agreement ("Agreement") is entered into on __________,
by and between  TriCo  Bancshares,  a California  corporation  ("Company"),  and
______________________________  ("Executive  Officer"),  an executive officer of
the Company.

                                    Recitals

A. It is in the best  interests  of the Company to attract and retain  qualified
executive officers to serve this Company.

B. In order to attract  and retain  such  persons,  it is  necessary  to provide
assurance  that their  interests  will be  protected  and defended to the extent
permitted by  applicable  law if a claim is brought or  threatened  against them
based upon their actions as executive officers of this Company.

C. It is now and has always been the express  policy of the Company to indemnify
its  executive  officers  so  as to  provide  them  with  the  maximum  possible
protection permitted by law.

D. The  substantial  increase in corporate  litigation  subjects  the  executive
officers to  expensive  litigation  risks at the same time the  availability  of
directors' & officers' liability insurance has been limited.

E. The  Executive  Officer  believes  that the  protection  available  under the
Company's  Articles of Incorporation and insurance  policies may not be adequate
in the present circumstances,  and may not be willing to continue to serve as an
executive  officer  without  adequate  protection,  and the Company  desires the
Executive Officer to continue to serve in such capacity.

     NOW, THEREFORE, the parties agree as follows:

                               Terms of Agreement

     Agreement to Continue Employment.  The Executive Officer agrees to continue
to be employed as an  Executive  Officer of the  Company in the  Company's  sole
discretion  or until  such  time as he  terminates  his  employment  in  writing
(subject to the terms of any employment  agreement between the Executive Officer
and the Company or its subsidiaries).

     Definitions. As used in this Agreement:

     a.   The  term  "Proceeding"  shall  include  any  threatened,  pending  or
     completed   action   or   proceeding,   whether   of  a  civil,   criminal,
     administrative  or investigative  nature, in which the Executive Officer is
     or was a party or is  threatened  to be made a party by  reason of the fact
     that the  Executive  Officer is or was an executive  officer of the Company
     (or any subsidiary of the Company),  or is or was serving at the request of
     the Company as a, director,  officer,  employee or agent of another foreign
     or  domestic  corporation,  partnership,  joint  venture,  trust  or  other
     enterprise.

     b.   The term "Expenses"  shall include,  without  limitation,  expenses of
     investigation,  judicial or administrative  proceedings or appeals, amounts
     paid in  settlement by or on behalf of the  Executive  Officer,  attorneys'
     fees  and  disbursements  and any  expenses  of  establishing  a  right  to
     indemnification under paragraph 7 of this Agreement,  but shall not include
     amounts of judgments, fines or penalties against the Executive Officer.



<PAGE>

     Indemnity in  Third-Party  Proceedings.  The Company  shall  indemnify  the
Executive  Officer in accordance with the provisions of this paragraph 3 against
all Expenses,  judgments,  fines,  settlements  and other  amounts  actually and
reasonably  incurred by the Executive  Officer in connection with the Proceeding
(other than a Proceeding by or in the right of the Company to procure a judgment
in its favor),  but only if the  Executive  Officer acted in good faith and in a
manner which he or she  reasonably  believed to be in the best  interests of the
Company,  and, in the case of a criminal proceeding,  had no reasonable cause to
believe  that his or her  conduct  was  unlawful.  The  termination  of any such
Proceeding  by judgment,  order,  settlement,  conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
Executive  Officer  did  not act in  good  faith  in a  manner  which  he or she
reasonably  believed to be in the best  interests  of the  Company,  or that the
Executive  Officer had  reasonable  cause to believe that his or her conduct was
unlawful.

     Indemnity in  Proceedings  by or in the Right of the  Company.  The Company
shall indemnify the Executive  Officer in accordance with the provisions of this
paragraph  4 against  all  Expenses  actually  and  reasonably  incurred  by the
Executive Officer in connection with the defense or settlement of any Proceeding
if the  Executive  Officer  acted in good faith and in a manner  which he or she
believed to be in the best interests of the Company and its shareholders, except
that no  indemnification  for Expenses  shall be made under this  paragraph 4 in
respect of any claim,  issue or matter as to which the  Executive  Officer shall
have been adjudged to be liable to the Company in the  performance of his or her
duty to the Company and its shareholders, unless and only to the extent that the
court  in  which  such  Proceeding  is  or  was  pending  shall  determine  upon
application  that, in view of all the  circumstances  of the case, the Executive
Officer is fairly and  reasonably  entitled to indemnity  for such  Expenses and
then only to the extent such court shall determine.

     Indemnification of Expenses of Successful Party.  Notwithstanding any other
provision of this Agreement,  to the extent that the Executive  Officer has been
successful  on the  merits in defense  of any  Proceeding,  or in defense of any
claim,  issue or matter  therein,  Executive  shall be  indemnified  against all
Expenses actually and reasonably incurred by the Executive Officer in connection
therewith.

     Advances of Expenses.  At the written request of the Executive Officer, the
Expenses  incurred by the Executive  Officer in any Proceeding  shall be paid by
the Company prior to the final disposition of such Proceeding, provided that the
Executive  Officer shall undertake in writing to repay such amount to the extent
that it is determined  ultimately that the Executive  Officer is not entitled to
indemnification.  If the Company  makes an advance of expenses  pursuant to this
paragraph  6, the Company  shall be  subrogated  to every right of recovery  the
Executive  Officer may have against any insurance  carrier from whom the Company
has purchased insurance for such purpose.

     Right  of  the  Executive  Officer  to  Indemnification  Upon  Application;
Procedure Upon Application.


     a.   Any  indemnification  under  paragraphs  3  and  4  or  advance  under
     paragraph  6 shall  be paid by the  Company  no  later  than 45 days  after
     receipt  of  the  written  request  of  the  Executive  Officer,  unless  a
     determination  is made  within  said  45-day  period  by (1) the  Board  of
     Directors by a majority  vote of a quorum  consisting of directors who were
     not parties to the Proceeding in respect of which  indemnification is being
     sought,  or (2) if a quorum of  disinterested  directors is not  available,
     independent  legal  counsel in a written  opinion  (which  counsel shall be
     appointed by a quorum of the Board of Directors),  or (3) the  stockholders
     of the  Company  with the  shares  owned  by the  Executive  Officer  to be
     indemnified  not being entitled to vote thereon,  or (4) the court in which
     the  Proceeding is or was pending upon  application  made by the Company or
     the Executive Officer or the attorney or other person rendering services in
     connection  with the defense,  whether or not the application is opposed by
     the Company,  that the Executive Officer has not met the relevant standards
     for indemnification set forth in paragraphs 3 and 4.

     b.   The right to indemnification or advancement of Expenses as provided by
     this Agreement  shall be enforceable by the Executive  Officer in any court
     of competent  jurisdiction.  The burden of proving that  indemnification or
     advances are not appropriate  shall be on the Company.  Neither the failure
     of the Company  (including  its Board of  Directors  or  independent  legal
     counsel  or  stockholders)  to  have  made  a  determination  prior  to the
     commencement  of  such  action  that  the  Executive  Officer  has  met the
     applicable  standard of conduct nor an actual  determination by the Company
     (including  its  Board  of  Directors  or  independent   legal  counsel  or
     stockholders) that the Executive Officer has not met such standard shall be
     a defense to the action or create a presumption that the Executive  Officer
     has not met the  applicable  standard of conduct.  The Executive  Officer's
     Expenses  actually and reasonably  incurred in connection with successfully
     establishing his or her right to indemnification  or advances,  in whole or
     in part, shall also be indemnified by the Company.



<PAGE>

     c.   With respect to any Proceeding for which indemnification is requested,
     the Company will be entitled to participate therein at its own expense and,
     except as  otherwise  provided  below,  the  Company may assume the defense
     thereof,  with counsel satisfactory to the Executive Officer.  After notice
     from the  Company to the  Executive  Officer of its  election to assume the
     defense of a  Proceeding,  the Company will not be liable to the  Executive
     Officer under this Agreement for any Expenses  subsequently incurred by the
     Executive  Officer in connection  with the defense  thereof,  other than as
     provided below.  The Company shall not settle any Proceeding in any manner,
     which  would  impose any penalty or  limitation  on the  Executive  Officer
     without the Executive  Officer's  written  consent.  The Executive  Officer
     shall have the right to employ  counsel in any  Proceeding but the fees and
     expenses  of such  counsel  incurred  after  notice from the Company of its
     assumption of the defense of the Proceeding  shall be at the expense of the
     Executive  Officer,  unless (i) the  employment of counsel by the Executive
     Officer has been  authorized  by the Company,  (ii) The  Executive  Officer
     shall have  reasonably  concluded  that there may be a conflict of interest
     between the Company and the Executive Officer in the conduct of the defense
     of a  Proceeding,  or (iii) the  Company  shall  not in fact have  employed
     counsel to assume the defense of a  Proceeding,  in each of which cases the
     fees and expenses of the Executive  Officer's  counsel shall be advanced by
     the  Company.  Notwithstanding  the  foregoing,  the  Company  shall not be
     entitled to assume the defense of any Proceeding brought by or in the right
     of the Company.

     Limitation on Indemnification.  No payment pursuant to this Agreement shall
be made by the Company:

     a.   to indemnify or advance  funds to the  Executive  Officer for Expenses
     with  respect  to  Proceedings  initiated  or  brought  voluntarily  by the
     Executive  Officer  and  not by way of  defense,  except  with  respect  to
     Proceedings  brought to  establish  or  enforce a right to  indemnification
     under this Agreement,  but such  indemnification or advancement of Expenses
     may be provided by the Company in specific  cases if the Board of Directors
     finds it to be appropriate;

     b.   to indemnify the Executive Officer for any Expenses,  judgments, fines
     or penalties sustained in any Proceeding for which payment is actually made
     to the Executive  Officer under a valid and collectible  insurance  policy,
     except in  respect of any  excess  beyond the amount of payment  under such
     insurance;

     c.   to indemnify the Executive Officer for any Expenses,  judgments, fines
     or penalties  sustained in any Proceeding for an accounting of profits made
     from the purchase or sale by the  Executive  Officer of  securities  of the
     Company  pursuant  to the  provisions  of section  16(b) of the  Securities
     Exchange Act of 1934, the rules and regulations  promulgated thereunder and
     amendments  thereto or similar  provisions  of any federal,  state or local
     statutory law;

     d.   to indemnify the Executive Officer for any Expenses,  judgments, fines
     or  penalties  resulting  from the  Executive  Officer's  conduct  which is
     finally adjudged to have been willful misconduct,  knowingly  fraudulent or
     deliberately dishonest;

     e.   if a court of  competent  jurisdiction  finally  determines  that such
     payment hereunder is unlawful; or

     f.   if contrary to section 317 of the California Corporations Code.

     Indemnification   Hereunder  Not   Exclusive.   The   indemnification   and
advancement of Expenses provided by this Agreement shall not be deemed exclusive
of any other  rights to which the  Executive  Officer may be entitled  under the
Articles of Incorporation or the Bylaws of the Company, any agreement,  any vote
of stockholders or disinterested directors, the California Corporations Code, or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another capacity while holding such office. The indemnification provided by this
Agreement  shall continue as to the Executive  Officer even though he or she may
have ceased to be an  executive  and shall inure to the benefit of the heirs and
personal representatives of the Executive Officer.



<PAGE>

     Partial  Indemnification.  If the Executive  Officer is entitled  under any
provision of this Agreement to  indemnification  by the Company for a portion of
the Expenses,  judgments, fines or penalties actually and reasonably incurred by
him or her in any Proceeding but not, however, for the total amount thereof, the
Company shall  nevertheless  indemnify the Executive  Officer for the portion of
such Expenses,  judgments,  fines or penalties to which the Executive Officer is
entitled.

     Maintenance of Liability Insurance.

     a.   The Company hereby covenants and agrees that, as long as the Executive
     Officer continues to serve as an executive of the Company and thereafter as
     long  as the  Executive  Officer  may be  subject  to any  Proceeding,  the
     Company,  subject to subsection  11(c) below,  shall maintain in full force
     and effect Directors' and Officers'  liability  insurance ("D&O Insurance")
     in reasonable amounts from established and reputable insurers.

     b.   In all D&O Insurance policies, the Executive Officer shall be named as
     an insured in such a manner as to provide  the  Executive  Officer the same
     rights and  benefits as are accorded to the most  favorably  insured of the
     Company's directors and officers.

     c.   Notwithstanding the foregoing, the Company shall have no obligation to
     obtain or maintain D&O  Insurance if the Company  determines  in good faith
     that such insurance is not reasonably available, the premium costs for such
     insurance  are  disproportionate  to the amount of coverage  provided,  the
     coverage  provided by such  insurance is so limited by  exclusions  that it
     provides an insufficient  benefit,  or the Executive  Officer is covered by
     similar insurance maintained by a subsidiary of the Company.

     Savings  Clause.  If this Agreement or any portion hereof is invalidated on
any  ground  by  any  court  of  competent   jurisdiction,   the  Company  shall
nevertheless  indemnify  the  Executive  Officer to the extent  permitted by any
applicable  portion of this  Agreement  that has not been  invalidated or by any
other applicable law.

     Notice. The Executive Officer shall, as a condition precedent to his or her
right to be  indemnified  under this  Agreement,  give to the Company  notice in
writing as soon as practicable  of any  Proceeding  for which  indemnity will or
could be sought under this Agreement. Notice to the Company shall be directed to
TriCo Bancshares, 63 Constitution Drive, Chico, California 95973, Attn: Chairman
of the Board (or such other address as the Company shall designate in writing to
the Executive  Officer).  Notice shall be deemed  received  three days after the
date postmarked if sent by prepaid mail,  properly addressed.  In addition,  the
Executive  Officer shall give the Company such information and cooperation as it
may reasonably require and as shall be within the Executive Officer's power.

     Counterparts. This Agreement may be executed in any number of counterparts,
all of which shall be deemed to constitute one and the same instrument.

     Applicable  Law.  This  Agreement  shall be governed by, and  construed and
interpreted in accordance with, the law of the State of California.

     Successors and Assigns.  This  Agreement  shall be binding upon the Company
and its successors and assigns.

     Amendments. No amendment, waiver, modification, termination or cancellation
of this  Agreement  shall be effective  unless in writing signed by both parties
hereto. The indemnification  rights afforded to the Executive Officer hereby are
contract rights and may not be diminished,  eliminated or otherwise  affected by
amendments to the Articles of Incorporation or Bylaws of the Company or by other
agreements.

     Survival of Company's Obligations.  The obligations hereunder shall survive
all the following to the extent not prohibited by applicable law:

     a.   The  Executive  Officer's  resignation  or removal from office for any
     reason.



<PAGE>

     b.   A change in control of the Company.

     c.   The merger, reorganization,  sale of assets, dissolution,  liquidation
     or conversion of the Company.

     d.   The bankruptcy or insolvency of the Company.

     e.   Any amendment of the Company's Articles of Incorporation or Bylaws.

     f.   Any action by a state or federal  banking  agency  including,  without
     limitation, the California Department of Financial Institutions,  the Board
     of  Governors  of the  Federal  Reserve  System  and  the  Federal  Deposit
     Insurance  Corporation to liquidate or place in receivership the Company or
     any of its assets or subsidiaries.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date first above written.



                          EXECUTIVE OFFICER


                          ------------------------------------------------------
                          Print Name:
                          Title:


                          TRICO BANCSHARES, a California corporation


                          By:
                             ---------------------------------------------------
                          Title: Chairman of the Board



<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           six months
                                           ended June 30,        ended June 30,
(In thousands, except per share data)     2004        2003      2004        2003
                                        ----------------------------------------
Weighted average number of common
    shares outstanding - basic           15,640      15,592    15,628     14,868

Add exercise of options reduced by the
    number of shares that could have
    been purchased with the proceeds
    of such exercise                        575         450       586        448
                                        ----------------------------------------
Weighted average number of common
    shares outstanding - diluted         16,215      16,042    16,214     15,316
                                        ========================================

Net income                               $4,847      $4,254    $9,624     $7,867

Basic earnings per share                  $0.31       $0.27     $0.62      $0.53

Diluted earnings per share                $0.30       $0.27     $0.59      $0.51







<PAGE>

Exhibit 31.1

Rule 13a-14/15d-14 Certification of CEO

I, Richard P. Smith, certify that;

     1.   I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including its consolidated subsidiary, is made known
               to us by others within those  entities,  particularly  during the
               period in which this quarterly report is being prepared;
          b.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and procedures  and presented in this  quarterly  report
               our  conclusions   about  the  effectiveness  of  the  disclosure
               controls and  procedures,  as of the end of the period covered by
               this quarterly report based on such evaluation; and
          c.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               quarter  in the case of an  annual  report)  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting;
     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors;
          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record, process,  summarize and report financial data;
               and
          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.



Date: August 3, 2004                    /s/ Richard P. Smith
                                        ----------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer



<PAGE>

Exhibit 31.2

Rule 13a-14/15d-14 Certification of CFO

I, Thomas J. Reddish, certify that;

     1.   I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including its consolidated subsidiary, is made known
               to us by others within those  entities,  particularly  during the
               period in which this quarterly report is being prepared;
          b.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and procedures  and presented in this  quarterly  report
               our  conclusions   about  the  effectiveness  of  the  disclosure
               controls and  procedures,  as of the end of the period covered by
               this quarterly report based on such evaluation; and
          c.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               quarter  in the case of an  annual  report)  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting;
     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors;
          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record, process,  summarize and report financial data;
               and
          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.



Date: August 3, 2004                    /s/ Thomas J. Reddish
                                        ----------------------------------------
                                        Thomas J. Reddish
                                        Executive Vice President and
                                        Chief Financial Officer



<PAGE>

Exhibit 32.1

Section 1350 Certification of CEO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period  ended June 30, 2004 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I,  Richard P. Smith,
President and Chief Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

        (1)    The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and
        (2)    The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.


        /s/ Richard P. Smith
        -------------------------------------
        Richard P. Smith
        President and Chief Executive Officer

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

Section 1350 Certification of CFO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period  ended June 30, 2004 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I, Thomas J. Reddish,
Vice President and Chief Financial Officer of the Company,  certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

        (1)    The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and
        (2)    The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.


        /s/ Thomas J. Reddish
        -------------------------------------
        Thomas J. Reddish
        Executive Vice President and
        Chief Financial Officer

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.
[{"type": "10-Q", "sequence": "1", "filename": "tcb10q2q04.txt", "description": "TCBK JUNE 30, 2004 FORM 10-Q", "secsgml_size_bytes": 528908}]
{"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": "04958701"}, "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 June 30, 2004                   Commission file number 0-10661
-------------------------------                   ------------------------------

                                TRICO BANCSHARES
             (Exact name of registrant as specified in its charter)

           California                                          94-2792841
------------------------------                            -------------------
 (State or other jurisdiction                              (I.R.S. Employer
 incorporation or organization)                           Identification No.)

                 63 Constitution Drive, Chico, California 95973
               (Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code                  530/898-0300

--------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                             Yes  X        No
                                -----        -----

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                             Yes  X        No
                                -----        -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

Title of Class:  Common stock, no par value

Outstanding shares as of August 3, 2004:  15,677,000
TABLE OF CONTENTS

                                                                            Page

Forward Looking Statements                                                    1

PART I - FINANCIAL INFORMATION                                                2

  Item 1 - Financial Statements                                               2

    Notes to Unaudited Condensed Consolidated Financial Statements            6

    Financial Summary                                                        14

  Item 2 - Management's Discussion and Analysis of Financial                 15
                 Condition and Results of Operations

  Item 3 - Quantitative and Qualitative Disclosures about Market Risk        29

  Item 4 - Controls and Procedures                                           30

PART II - OTHER INFORMATION                                                  31

  Item 1 - Legal Proceedings                                                 31

  Item 2 - Changes in Securities, Use of Proceeds and
                 Issuer Purchases of Equity Securities                       31

  Item 4 - Submission of Matters to a Vote of Security Holders               31

  Item 5 - Other Information                                                 32

  Item 6 - Exhibits and Reports on Form 8-K                                  32

  Signatures                                                                 34

  Exhibits                                                                   35
FORWARD-LOOKING STATEMENTS

This  report  on Form  10-Q  contains  forward-looking  statements  about  TriCo
Bancshares (the "Company") for which it claims the protection of the safe harbor
provisions  contained in the Private  Securities  Litigation Reform Act of 1995.
These forward-looking statements are based on Management's current knowledge and
belief and include  information  concerning  the  Company's  possible or assumed
future  financial  condition and results of operations.  When you see any of the
words "believes", "expects", "anticipates", "estimates", or similar expressions,
they mean making forward-looking  statements. A number of factors, some of which
are beyond the  Company's  ability to predict or  control,  could  cause  future
results to differ materially from those contemplated.  These factors include but
are not limited to:

    -  a slowdown in the national and California economies;
    -  increased economic  uncertainty  created by the terrorist  attacks on the
       United States and the actions taken in response;
    -  the prospect of additional terrorist attacks in the United States and the
       uncertain effect of these events on the national and regional economies;
    -  changes in the interest rate environment;
    -  changes in the regulatory environment;
    -  significantly increasing competitive pressure in the banking industry;
    -  operational risks including data processing system failures or fraud;
    -  volatility of rate sensitive deposits; and
    -  asset/liability matching risks and liquidity risks.

The reader is directed to the Company's  annual report on Form 10-K for the year
ended  December 31, 2003,  for further  discussion of factors which could affect
the Company's  business and cause actual results to differ materially from those
expressed in any forward-looking statement made in this report.

                                      -1-
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                TRICO BANCSHARES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                                                  (Unaudited)               (Unaudited)
                                                                  At June 30,             At December 31,
                                                            2004              2003             2003
                                                      -------------------------------   -----------------
Assets:
     Cash and due from banks                              $65,512           $65,051          $80,603
     Federal funds sold                                         -             3,200              326
                                                      -------------------------------   -----------------
         Cash and cash equivalents                         65,512            68,251           80,929

     Investment securities available for sale             309,163           354,040          316,436
     Loans
         Commercial                                       146,262           147,746          142,252
         Consumer                                         357,901           237,704          319,029
         Real estate mortgages                            518,696           407,218          458,369
         Real estate construction                          55,605            59,622           61,591
                                                      -------------------------------   -----------------
                                                        1,078,464           852,290          981,241

     Allowance for loan losses                            (15,529)          (13,455)         (13,773)
                                                      -------------------------------   -----------------
         Loans, net of allowance for loan losses        1,062,935           838,835          967,468
     Premises and equipment, net                           18,996            19,830           19,521
     Cash value of life insurance                          39,844            34,633           38,980
     Other real estate owned                                  628             1,551              932
     Accrued interest receivable                            6,069             6,001            6,027
     Goodwill and other intangible assets                  20,931            22,189           21,604
     Other assets                                          21,095            15,572           16,858
                                                      -------------------------------   -----------------
         Total Assets                                  $1,545,173        $1,360,902       $1,468,755
                                                      ===============================   =================
Liabilities:
     Deposits:
         Noninterest-bearing demand                      $282,292          $260,861         $298,462
         Interest-bearing demand                          224,552           204,538          220,875
         Savings                                          476,798           393,198          441,461
         Time certificates, $100,000 and over              99,242           111,249           94,500
         Other time certificates                          184,468           203,759          181,525
                                                      -------------------------------   -----------------
         Total deposits                                 1,267,352         1,173,605        1,236,823
     Federal funds purchased                               66,000            17,400           39,500
     Accrued interest payable                               2,272             2,615            2,638
     Other Liabilities                                     17,125            19,810           18,328
     Long-term debt and other borrowings                   22,866            22,905           22,887
     Junior subordinated debt                              41,238                 -           20,619
                                                      -------------------------------   -----------------
         Total Liabilities                              1,416,853         1,236,335        1,340,795
                                                      ===============================   =================
Shareholders' Equity:
     Authorized - 50,000,000 shares of common stock
     Issued and outstanding:
         15,640,000 at June 30, 2004                       69,623
         15,704,000 at June 30, 2003                                         70,015
         15,668,000 at December 31, 2003                                                      69,767
     Retained earnings                                     60,681            51,119           56,379
     Accumulated other comprehensive
         (loss) income, net                                (1,984)            3,433            1,814
                                                      -------------------------------   -----------------
         Total Shareholders' Equity                       128,320           124,567          127,960
                                                      -------------------------------   -----------------
Total Liabilities and Shareholders' Equity             $1,545,173        $1,360,902       $1,468,755
                                                      ===============================   =================
Share and per share data for all  periods  have been  adjusted  to  reflect  the
2-for-1 stock split paid on April 30, 2004. See accompanying  notes to unaudited
condensed consolidated financial statements

                                      -2-
TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                      (In thousands, except per share data)
                                   (Unaudited)

                                                 Three months ended June 30,Six months ended June 30,
                                                    2004            2003       2004           2003
                                               --------------------------------------------------------
Interest Income:
  Interest and fees on loans                      $17,551         $14,713    $34,290        $27,702
  Interest on federal funds sold                        1              18         11            102
  Interest on investment securities
    available for sale
      Taxable                                       2,638           2,939      5,359          5,683
      Tax exempt                                      438             491        880          1,023
                                               --------------------------------------------------------
      Total interest income                        20,628          18,161     40,540         34,510
                                               --------------------------------------------------------
Interest Expense:
  Interest on interest-bearing demand deposits        105             132        205            250
  Interest on savings                                 857             906      1,764          1,626
  Interest on time certificates of deposit          1,425           2,023      2,867          3,982
  Interest on short-term borrowing                    150              63        184             63
  Interest on long-term debt                          320             321        640            639
  Interest on junior subordinated debt                230               -        441              -
                                               --------------------------------------------------------
      Total interest expense                        3,087           3,445      6,101          6,560
                                               --------------------------------------------------------
Net Interest Income                                17,541          14,716     34,439         27,950
                                               --------------------------------------------------------
Provision for loan losses                           1,300             150      1,950            300
                                               --------------------------------------------------------
Net Interest Income After Provision for
  Loan Losses                                      16,241          14,566     32,489         27,650
                                               --------------------------------------------------------
Noninterest Income:
  Service charges and fees                          4,910           3,985      8,991          7,485
  Gain on sale of loans                               433           1,319      1,058          2,452
  Commissions on sale of non-deposit
    investment products                               615             461      1,129            909
  Other                                               984             789      1,519          1,104
                                               --------------------------------------------------------
  Total Noninterest Income                          6,942           6,554     12,697         11,950
                                               --------------------------------------------------------
Noninterest Expense:
  Salaries and related benefits                     8,440           7,636     16,607         14,513
  Other                                             6,972           6,732     13,151         12,506
                                               --------------------------------------------------------
  Total Noninterest Expense                        15,412          14,368     29,758         27,019
                                               --------------------------------------------------------
Income Before Income Taxes                          7,771           6,752     15,428         12,581
                                               --------------------------------------------------------
  Provision for income taxes                        2,924           2,498      5,804          4,714
                                               --------------------------------------------------------
Net Income                                         $4,847          $4,254     $9,624         $7,867
                                               --------------------------------------------------------
Other Comprehensive (Loss) Income:
  Change in unrealized (loss) gain on
      securities available for sale, net           (4,410)            745     (3,798)         1,130
                                               --------------------------------------------------------
Comprehensive Income                                 $437          $4,999     $5,826         $8,997
                                               ========================================================
Average Shares Outstanding                         15,640          15,593     15,628         14,867
Diluted Average Shares Outstanding                 16,215          16,042     16,214         15,316
Per Share Data
  Basic Earnings                                    $0.31           $0.27      $0.62          $0.53
  Diluted Earnings                                  $0.30           $0.27      $0.59          $0.51
  Dividends Paid                                    $0.11           $0.10      $0.21          $0.20
Share and per share data for all  periods  have been  adjusted  to  reflect  the
2-for-1 stock split paid on April 30, 2004. See accompanying  notes to unaudited
condensed consolidated financial statements

                                      -3-
TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                            (In thousands, unaudited)
                                                       Accumulated
                                                          Other
                                   Common   Retained   Comprehensive
                                   Stock    Earnings  Income (Loss), net  Total
                                 -----------------------------------------------
Balance, December 31, 2002        $50,472    $46,239       $2,303       $99,014
  Net income for the period                    7,867                      7,867
  Stock issued, including
    stock option tax benefits      18,527                                18,527
  Exercise of stock options,
    including tax benefits          1,016                                 1,016
  Dividends                                   (2,987)                    (2,987)
  Unrealized gain on securities
    available for sale, net                                 1,130         1,130
                                 -----------------------------------------------
Balance, June 30, 2003            $70,015    $51,119       $3,433      $124,567
                                 ===============================================

Balance, December 31, 2003        $69,767    $56,379       $1,814      $127,960
  Net income for the period                    9,624                      9,624
  Stock issued, including
    stock option tax benefits         602                                   602
  Repurchase of common stock         (746)    (2,047)                    (2,793)
  Dividends                                   (3,275)                    (3,275)
  Unrealized loss on securities
    available for sale, net                                (3,798)       (3,798)
                                 -----------------------------------------------
Balance, June 30, 2004            $69,623    $60,681      ($1,984)     $128,320
                                 ===============================================

See accompanying notes to unaudited condensed consolidated financial statements

                                      -4-
TRICO BANCSHARES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands, unaudited)
                                                                       For the six months
                                                                         ended June 30,
                                                                     2004               2003
                                                                 -------------------------------
Operating Activities:
   Net income                                                       $9,624             $7,867
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation and amortization of property and equipment       1,625              1,323
       Amortization of intangible assets                               673                552
       Provision for loan losses                                     1,950                300
       Amortization of investment securities premium, net            1,009              1,819
       Investment security gains net                                     -               (100)
       Originations of loans for resale                            (55,376)          (115,962)
       Proceeds from sale of loans originated for resale            55,929            117,135
       Gain on sale of loans                                        (1,058)            (2,452)
       Amortization of mortgage servicing rights                       406                543
       Reduction of mortgage servicing rights valuation allowance     (600)                 -
       Gain on sale of other real estate owned                        (182)               (60)
       Gain on sale of fixed assets                                    (12)                (3)
       Change in assets and liabilities:
         (Increase) decrease in interest receivable                    (42)               185
         Decrease in interest payable                                 (366)              (386)
         (Increase) decrease in other assets and liabilities        (3,112)             3,329
                                                                 -------------------------------
Net Cash Provided by Operating Activities                           10,468             14,090
                                                                 -------------------------------
Investing Activities:
   Net cash obtained in mergers and acquisitions                         -              7,450
   Proceeds from maturities of securities available-for-sale        41,225            122,570
   Proceeds from sale of securities available-for-sale                   -             12,139
   Purchases of securities available-for-sale                      (41,438)          (109,717)
   Net increase in loans                                           (97,417)           (90,439)
   Proceeds from sale of premises and equipment                        539                 10
   Purchases of property and equipment                              (1,407)            (1,555)
   Proceeds from sale of other real estate owned                       478                 60
   Purchase of life insurance                                            -            (18,910)
                                                                 -------------------------------
Net Cash Used by Investing Activities                              (98,020)           (78,392)
                                                                 -------------------------------
Financing Activities:
   Net increase in deposits                                         30,529             42,319
   Net increase in Federal funds purchased                          26,500             17,400
   Issuance of junior subordinated debt                             20,619                  -
   Payments of principal on long-term debt agreements                  (21)               (19)
   Repurchase of Common Stock                                       (2,793)
   Dividends paid                                                   (3,275)            (2,987)
   Exercise of stock options/issuance of Common Stock                  576                570
                                                                 -------------------------------
Net Cash Provided by Financing Activities                           72,135             57,283
                                                                 -------------------------------
Net Decrease in Cash and Cash Equivalents                          (15,417)            (7,019)
                                                                 -------------------------------
Cash and Cash Equivalents and Beginning of Period                   80,929             75,270
                                                                 -------------------------------
Cash and Cash Equivalents at End of Period                         $65,512            $68,251
                                                                 ===============================
Supplemental Disclosure of Noncash Activities:
   Unrealized (loss) gain on securities available for sale         ($6,477)            $1,830
   Loans transferred to other real estate owned                          -               $619
Supplemental Disclosure of Cash Flow Activity:
   Cash paid for interest expense                                   $6,467             $6,872
   Cash paid for income taxes                                       $7,460             $3,010
   Income tax benefit from stock option exercises                      $26               $446
The acquisition of North State National Bank
   Involved the following:
   Common stock issued                                                                $18,527
   Liabilities assumed                                                               $126,722
   Fair value of assets acquired, other than cash
     and cash equivalents                                                           ($119,102)
   Core deposit intangible                                                            ($3,365)
   Goodwill                                                                          ($15,332)
   Net cash and cash equivalents received                                              $7,450

See accompanying notes to unaudited condensed consolidated financial statements
-5-
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: General  Summary of  Significant  Accounting  Policies

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange  Commission.  The results of operations  reflect interim
adjustments,  all of which are of a normal  recurring  nature and which,  in the
opinion of management,  are necessary for a fair presentation of the results for
the interim periods  presented.  The interim results for the three and six month
periods  ended  June 30,  2004 are not  necessarily  indicative  of the  results
expected for the full year. These unaudited  consolidated  financial  statements
should be read in conjunction with the audited consolidated financial statements
and accompanying  notes as well as other  information  included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2003.

Principles of Consolidation

The consolidated  financial  statements include the accounts of the Company, and
its  wholly-owned  subsidiary,  Tri Counties Bank (the "Bank").  All significant
intercompany accounts and transactions have been eliminated in consolidation.

Nature of Operations

The Company  operates 33 branch  offices and 13 in-store  branch  offices in the
California  counties of Butte,  Contra Costa, Del Norte,  Fresno,  Glenn,  Kern,
Lake, Lassen, Madera,  Mendocino,  Merced, Nevada, Placer,  Sacramento,  Shasta,
Siskiyou,  Stanislaus,  Sutter, Tehama, Tulare and Yuba. The Company's operating
policy since its inception has emphasized retail banking.  Most of the Company's
customers are retail customers and small to medium sized businesses.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  Management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  On an on-going basis,  the Company  evaluates its
estimates,  including  those  related to the adequacy of the  allowance for loan
losses,  investments,  intangible assets,  income taxes and  contingencies.  The
Company  bases its  estimates  on  historical  experience  and on various  other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions.  The one accounting  estimate that materially  affects the financial
statements is the allowance for loan losses.

Investment Securities

The Company  classifies its debt and marketable  equity  securities  into one of
three  categories:  trading,  available-for-sale  or  held-to-maturity.  Trading
securities  are bought and held  principally  for the  purpose of selling in the
near term. Held-to-maturity securities are those securities that the Company has
the ability and intent to hold until maturity. All other securities not included
in trading or held-to-maturity are classified as available-for-sale.  During the
six months ended June 30, 2004 and throughout 2003, the Company did not have any
securities classified as either held-to-maturity or trading.

Available-for-sale  securities are recorded at fair value.  Unrealized gains and
losses,  net of the related tax effect,  on  available-for-sale  securities  are
reported  as a  separate  component  of other  comprehensive  (loss)  income  in
shareholders' equity until realized.

Premiums and  discounts  are  amortized or accreted over the life of the related
investment  security  as an  adjustment  to yield using the  effective  interest
method.  Dividend and interest income are recognized when earned. Realized gains
and losses for  securities  are included in earnings  and are derived  using the
specific  identification  method for  determining  the cost of securities  sold.
Unrealized  losses  due to  fluctuations  in fair  value of  securities  held to
maturity  or  available  for sale are  recognized  through  earnings  when it is
determined that a permanent decline in value has occurred.

                                      -6-
Loans

Loans are reported at the principal amount  outstanding,  net of unearned income
and the allowance for loan losses.  Loan  origination  and  commitment  fees and
certain  direct  loan  origination  costs are  deferred,  and the net  amount is
amortized as an adjustment of the related  loan's yield over the estimated  life
of the loan.  Loans on which the accrual of interest has been  discontinued  are
designated  as  nonaccrual  loans.  Accrual of  interest  on loans is  generally
discontinued  either when  reasonable  doubt  exists as to the full,  and timely
collection  of interest or principal or when a loan becomes  contractually  past
due by 90 days or more with respect to interest or principal.  When loans are 90
days past due, but in Management's  judgment are well secured and in the process
of collection,  they may not be classified as nonaccrual.  When a loan is placed
on  nonaccrual  status,  all interest  previously  accrued but not  collected is
reversed.  Income on such loans is then  recognized only to the extent that cash
is received and where the future  collection of principal is probable.  Interest
accruals are resumed on such loans only when they are brought fully current with
respect to interest and principal and when, in the judgment of  Management,  the
loans are estimated to be fully collectible as to both principal and interest.

Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans are charged against the allowance for loan losses when
Management  believes  that the  collectibility  of the principal is unlikely or,
with  respect  to  consumer  installment  loans,  according  to  an  established
delinquency  schedule.  The allowance is an amount that Management believes will
be adequate to absorb probable  losses  inherent in existing  loans,  leases and
commitments  to  extend  credit,  based on  evaluations  of the  collectibility,
impairment and prior loss experience of loans,  leases and commitments to extend
credit.  The evaluations take into  consideration such factors as changes in the
nature   and  size  of  the   portfolio,   overall   portfolio   quality,   loan
concentrations,  specific  problem  loans,  commitments,  and  current  economic
conditions that may affect the borrower's  ability to pay. The Company defines a
loan as impaired  when it is probable  the Company will be unable to collect all
amounts due according to the contractual  terms of the loan agreement.  Impaired
loans are  measured  based on the present  value of  expected  future cash flows
discounted  at the loan's  original  effective  interest  rate.  As a  practical
expedient,  impairment  may be measured  based on the loan's  observable  market
price or the fair value of the  collateral if the loan is collateral  dependent.
When the measure of the impaired  loan is less than the recorded  investment  in
the loan, the impairment is recorded through a valuation allowance.

Mortgage Operations

Transfers and servicing of financial assets and  extinguishments  of liabilities
are  accounted  for  and  reported   based  on  consistent   application   of  a
financial-components  approach  that focuses on control.  Transfers of financial
assets  that are  sales  are  distinguished  from  transfers  that  are  secured
borrowings.  Retained  interests  (mortgage  servicing rights) in loans sold are
measured by allocating the previous  carrying amount of the  transferred  assets
between the loans sold and retained  interest,  if any,  based on their relative
fair value at the date of transfer.  Fair values are estimated using  discounted
cash flows based on a current market interest rate.

The  Company  recognizes  a gain and a related  asset for the fair  value of the
rights to  service  loans for  others  when  loans are sold.  The  Company  sold
substantially  all  of  its  conforming  long-term  residential  mortgage  loans
originated  during six months ended June 30, 2004 for cash proceeds equal to the
fair value of the loans.

The following table summarizes the Company's mortgage servicing rights assets as
of June 30, 2004 and December 31, 2003.

                                 December 31,                          June 30,
   (Dollars in thousands)            2003     Additions   Reductions     2004
                                 -----------------------------------------------
   Mortgage Servicing Rights        $3,413       $506       ($406)      $3,513
   Valuation allowance                (600)                   600            -
                                 -----------------------------------------------
   Mortgage servicing rights, net
     of valuation allowance         $2,813       $506        $194       $3,513
                                 ===============================================

The recorded value of mortgage servicing rights is included in other assets, and
is amortized in proportion  to, and over the period of,  estimated net servicing
revenues.  The  Company  assesses  capitalized  mortgage  servicing  rights  for
impairment based upon the fair value of those rights at each reporting date. For
purposes  of  measuring  impairment,  the rights are  stratified  based upon the
product type, term and interest  rates.  Fair value is determined by discounting
estimated  net future  cash  flows  from  mortgage  servicing  activities  using
discount rates that  approximate  current market rates and estimated  prepayment
rates, among other assumptions.  The amount of impairment recognized, if any, is
the  amount by which the  capitalized  mortgage  servicing  rights for a stratum
exceeds their fair value. Impairment,  if any, is recognized through a valuation
allowance  for each  individual  stratum.  At June 30, 2004,  the Company had no
mortgage  loans held for sale.  At June 30,  2004 and  December  31,  2003,  the
Company  serviced real estate mortgage loans for others of $373 million and $357
million, respectively.

                                      -7-
Premises and Equipment

Premises and equipment, including those acquired under capital lease, are stated
at  cost  less  accumulated  depreciation  and  amortization.  Depreciation  and
amortization  expenses  are  computed  using the  straight-line  method over the
estimated  useful lives of the related assets or lease terms.  Asset lives range
from 3-10 years for furniture and equipment and 15-40 for land  improvement  and
buildings.

Other Real Estate Owned

Real estate  acquired  by  foreclosure  is carried at the lower of the  recorded
investment in the property or its fair value less estimated  disposition  costs.
Prior to  foreclosure,  the value of the underlying  loan is written down to the
fair value of the real estate to be acquired less estimated disposition costs by
a charge to the  allowance  for loan  losses,  when  necessary.  Any  subsequent
write-downs  are  recorded  as a  valuation  allowance  with a  charge  to other
expenses in the income  statement  together with other expenses  related to such
properties,  net of  related  income.  Gains and losses on  disposition  of such
property are included in other income or other expenses as applicable.

Goodwill and Other Intangible Assets

Goodwill  represents the excess of costs over fair value of assets of businesses
acquired.  The Company applies the provisions of Financial  Accounting Standards
Board (FASB) Statement of Financial Accounting  Standards No. 142,  Goodwill and
Other  Intangible  Assets  (SFAS  142).  Pursuant  to  SFAS  142,  goodwill  and
intangible assets acquired in a purchase business  combination and determined to
have an  indefinite  useful  life are not  amortized,  but  instead  tested  for
impairment at least annually in accordance with the provisions of SFAS 142. SFAS
142  also  requires  that  intangible  assets  with  estimable  useful  lives be
amortized  over  their  respective  estimated  useful  lives to their  estimated
residual  values,  and reviewed for impairment in accordance with FASB Statement
of Financial Accounting Standards No. 144, Accounting for Impairment or Disposal
of  Long-Lived  Assets (SFAS 144).  As of the date of adoption,  the Company had
identifiable  intangible  assets consisting of core deposit premiums and minimum
pension  liability.  Core deposit  premiums are amortized  using an  accelerated
method over a period of ten years.  Intangible assets related to minimum pension
liability are adjusted annually based upon actuarial estimates.

The following table summarizes the Company's core deposit intangibles as of June
30, 2004 and December 31, 2003.

                                  December 31,                         June 30,
  (Dollar in Thousands)              2003      Additions   Reductions    2004
                                  ----------------------------------------------
   Core deposit intangibles         $13,643         -            -      $13,643
   Accumulated amortization          (7,843)    ($673)           -       (8,516)
                                  ----------------------------------------------
   Core deposit intangibles, net     $5,800     ($673)           -       $5,127
                                  ==============================================

                                      -8-
Core deposit  intangibles are amortized over their expected  useful lives.  Such
lives are  periodically  reassessed  to  determine  if any  amortization  period
adjustments  are  indicated.   The  following  table  summarizes  the  Company's
estimated core deposit  intangible  amortization for each of the five succeeding
years:

                                                   Estimated Core Deposit
                                                   Intangible Amortization
                   Years Ended                      (Dollar in thousands)
                   -----------                     -----------------------
                       2004                               $1,358
                       2005                               $1,381
                       2006                               $1,395
                       2007                                 $490
                       2008                                 $523
                    Thereafter                              $653

The  following  table  summarizes  the  Company's   minimum  pension   liability
intangible as of June 30, 2004 and December 31, 2003.

                                  December 31,                         June 30,
  (Dollar in Thousands)              2003      Additions   Reductions    2004
                                  ----------------------------------------------
   Minimum pension liability
    intangible                       $285           -            -        $285

Intangible  assets related to minimum  pension  liability are adjusted  annually
based upon actuarial estimates.

The following table summarizes the Company's goodwill  intangible as of June 30,
2004 and December 31, 2003.

                                  December 31,                         June 30,
  (Dollar in Thousands)              2003      Additions   Reductions    2004
                                  ----------------------------------------------
   Goodwill                        $15,519          -            -      $15,519

Impairment of Long-Lived Assets and Goodwill

The Company  applies the  provisions of SFAS 144. In  accordance  with SFAS 144,
long-lived  assets,  such as premises and equipment,  and purchased  intangibles
subject to amortization,  are reviewed for impairment whenever events or changes
in  circumstances  indicate  that the  carrying  amount  of an asset  may not be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison of the carrying amount of an asset to estimated  undiscounted  future
cash flows expected to be generated by the asset.  If the carrying  amount of an
asset  exceeds  its  estimated  future  cash  flows,  an  impairment  charge  is
recognized  by the amount by which the carrying  amount of the asset exceeds the
fair value of the asset. Assets to be disposed of would be separately  presented
in the balance  sheet and reported at the lower of the  carrying  amount or fair
value  less  costs  to sell,  and are no  longer  depreciated.  The  assets  and
liabilities of a disposed  group  classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.

On December 31 of each year,  goodwill is tested for  impairment,  and is tested
for impairment  more  frequently if events and  circumstances  indicate that the
asset might be impaired. An impairment loss is recognized to the extent that the
carrying amount exceeds the asset's fair value.  This  determination  is made at
the  reporting  unit  level  and  consists  of two  steps.  First,  the  Company
determines  the fair value of a reporting  unit and  compares it to its carrying
amount.  Second,  if the  carrying  amount of a reporting  unit exceeds its fair
value, an impairment loss is recognized for any excess of the carrying amount of
the reporting unit's goodwill over the implied fair value of that goodwill.  The
implied fair value of goodwill is determined by allocating the fair value of the
reporting unit in a manner similar to a purchase price allocation, in accordance
with  FASB  Statement  of  Financial  Accounting  Standards  No.  141,  Business
Combinations  (SFAS 141).  The residual fair value after this  allocation is the
implied fair value of the reporting unit goodwill.

Junior Subordinated Debt

On June 22, 2004 the Company formed a subsidiary  business trust,  TriCo Capital
Trust II, to issue trust preferred securities. Concurrently with the issuance of
the trust preferred  securities,  the trust issued 619 shares of common stock to
the Company for $1,000 per share or an aggregate of $619,000.  In addition,  the
Company  issued a Junior  Subordinated  Debenture  to the Trust in the amount of
$20,619,000.  The terms of the  Junior  Subordinated  Debenture  are  materially
consistent  with the terms of the  trust  preferred  securities  issued by TriCo
Capital  Trust II. Also on June 22, 2004,  TriCo  Capital  Trust II completed an
offering of 20,000 shares of cumulative  trust preferred  securities for cash in
an  aggregate  amount  of  $20,000,000.   The  trust  preferred  securities  are
mandatorily redeemable upon maturity on July 23, 2034 with an interest rate that
resets  quarterly  at  three-month  LIBOR  plus  2.55%,  or 4.10%  for the first
quarterly  interest  period.  TriCo Capital Trust II has the right to redeem the
trust  preferred  securities  on or after  July 23,  2009.  The trust  preferred
securities  were issued through an  underwriting  syndicate to which the Company
paid underwriting fees of $2.50 per trust preferred  security or an aggregate of
$50,000.  The net proceeds of $19,950,000 will be used to finance the opening of
new branches,  improve bank services and  technology,  repurchase  shares of the
Company's  common stock as described  below and increase the Company's  capital.
The trust preferred  securities  have not been and will not be registered  under
the Securities Act of 1933, as amended,  or applicable state securities laws and
were sold pursuant to an exemption from registration under the Securities Act of
1933.  The trust  preferred  securities may not be offered or sold in the United
States absent  registration  or an applicable  exemption  from the  registration
requirements  of the  Securities Act of 1933, as amended,  and applicable  state
securities laws.

                                      -9-
The $20,619,000 of junior subordinated  debentures issued by TriCo Capital Trust
II were reflected as junior subordinated debt in the consolidated  balance sheet
at June 30, 2004. The common stock issued by TriCo Capital Trust II was recorded
in other assets in the consolidated balance sheet at June 30, 2004.

Income Taxes

The  Company's  accounting  for income taxes is based on an asset and  liability
approach.  The Company  recognizes the amount of taxes payable or refundable for
the current  year,  and deferred tax assets and  liabilities  for the future tax
consequences  that have  been  recognized  in its  financial  statements  or tax
returns.  The  measurement  of  tax  assets  and  liabilities  is  based  on the
provisions of enacted tax laws.

Cash Flows

For purposes of reporting cash flows, cash and cash equivalents  include cash on
hand, amounts due from banks and federal funds sold.

Stock-Based Compensation

The Company  uses the  intrinsic  value  method to account for its stock  option
plans (in accordance with the provisions of Accounting  Principles Board Opinion
No. 25).  Under this method,  compensation  expense is recognized  for awards of
options to purchase shares of common stock to employees under compensatory plans
only if the fair  market  value of the stock at the option  grant date (or other
measurement  date, if later) is greater than the amount the employee must pay to
acquire  the  stock.  Statement  of  Financial  Accounting  Standards  No.  123,
Accounting for  Stock-Based  Compensation  (SFAS 123) and Statement of Financial
Accounting  Standards  No.  148,  Accounting  for  Stock-Based   Compensation  -
Transition  and  Disclosure  (SFAS 148) permit  companies to continue  using the
intrinsic  value  method or to adopt a fair value  based  method to account  for
stock  option  plans.  The fair value based  method  results in  recognizing  as
expense over the vesting period the fair value of all stock-based  awards on the
date of grant.  The Company has elected to continue to use the  intrinsic  value
method.

Had  compensation  cost  for the  Company's  option  plans  been  determined  in
accordance  with SFAS 123, the Company's net income and earnings per share would
have been reduced to the pro forma amounts indicated below:
Three Months Ended June 30,      Six Months Ended June 30,
(in thousands, except per share amounts)      2004             2003           2004             2003
                                              ----             ----           ----             ----
Net income                   As reported     $4,847           $4,254         $9,624           $7,867
                               Pro forma     $4,762           $4,198         $9,457           $7,755
Basic earnings per share     As reported      $0.31            $0.27          $0.62            $0.53
                               Pro forma      $0.30            $0.27          $0.61            $0.52
Diluted earnings per share   As reported      $0.30            $0.27          $0.59            $0.51
                               Pro forma      $0.29            $0.26          $0.58            $0.51
Stock-based employee compensation
   cost, net of related tax effects,
   included in net income    As reported         $0               $0             $0               $0
                               Pro forma        $85              $56           $167             $112

Share and per share data for all  periods  have been  adjusted  to  reflect  the
2-for-1 stock split paid on April 30, 2004.
-10-
Retirement Plans

The  Company  has  supplemental  retirement  plans  covering  directors  and key
executives.  These  plans  are  non-qualified  defined  benefit  plans  and  are
unsecured and unfunded.  The Company has purchased insurance on the lives of the
participants  and  intends to use the cash  values of these  policies to pay the
retirement obligations.

The following table sets forth the net periodic  benefit cost recognized for the
plans:
Three Months         Six Months
                                                               Ended June 30,      Ended June 30,
(in thousands)                                                2004       2003       2004     2003
                                                              ----       ----       ----     ----
Net pension cost included the following components:
Service cost-benefits earned during the period                $117        $31       $151      $63
Interest cost on projected benefit obligation                  144        105        248      209
Amortization of net obligation at transition                    (3)         9          5       18
Amortization of prior service cost                              34         20         54       40
Recognized net actuarial loss                                   18         38         55       77
                                                              -----------------------------------
Net periodic pension cost                                     $310       $203       $513     $407
                                                              ===================================
During the six months ended June 30, 2004, the Company  contributed and paid out
as  benefits  $265,000  to  participants  under the plans.  For the year  ending
December 31, 2004,  the Company  expects to  contribute  and pay out as benefits
$490,000 to participants under the plans.

During the quarter ended June 30, 2004, the Company  established  the 2004 TriCo
Bancshares  Supplemental  Executive Retirement Plan ("2004 SERP"). The 2004 SERP
is  designed  to  replace  the 1987 Tri  Counties  Bank  Supplemental  Executive
Retirement  Plan  ("1987  SERP").  Participants  who were  eligible  to  receive
benefits in the 1987 SERP and were  employed  by the Company as of December  31,
2003  will  have  their  benefits  provided  by  the  2004  SERP.  All  eligible
Participants  who were no longer employed by the Company as of December 31, 2003
will continue to receive  benefits  pursuant to the provisions of the 1987 SERP.

During the quarter ended June 30, 2004, the Company  established  the 2004 TriCo
Bancshares   Supplemental   Retirement   Plan  for  Directors   ("2004  SRP  for
Directors").  The 2004 SRP for  Directors  is  designed  to replace the 1987 Tri
Counties  Bank  Supplemental  Retirement  Plan  for  Directors  ("1987  SRP  for
Directors").  Participants who were eligible to receive benefits in the 1987 SRP
for Directors and were  Directors of by the Company as of December 31, 2003 will
have  their  benefits  provided  by the 2004  SRP for  Directors.  All  eligible
Participants who were no longer Directors of the Company as of December 31, 2003
will continue to receive benefits pursuant to the provisions of the 1987 SRP for
Directors.

Based on the current  circumstances,  and the  establishment  of the plans noted
above,  the  Company  currently  estimates  net  periodic  pension  cost for the
year-ending December  31,  2004 will be  approximately  $1,026,000  compared  to
$812,000  and $738,000  that was recorded for the years ended  December 31, 2003
and 2002, respectively.

                                      -11-
Deferred Compensation Plans

The Company has  deferred  compensation  plans  covering its  directors  and key
executives.  During the quarter ended June 30, 2004, the Company established the
2004 TriCo Bancshares Deferred Compensation Plan ("2004 Deferred Comp Plan), and
modified the existing 1987 Tri Counties  Bank  Executive  Deferred  Compensation
Plan ("1987 Plan") and the 1992 Tri Counties Bank Director Deferred Compensation
Plan ("1992 Plan").

The modifications to the 1987 Plan and the 1992 Plan include the following:

       -  A limitation  on  participant  deferrals  (not  including  accumulated
          interest) not to exceed $250,000 through December 31, 2004.
       -  A  requirement   that  the  account  balance  of  any  participant  be
          distributed  on  or  before  12/31/2008,   or,  at  the  participant's
          election, transferred as the participant's opening balance to the 2004
          Deferred Comp Plan.
       -  Final termination on December 31, 2008.

The features of the 2004 Deferred Comp Plan include the following:

       -  Eligibility and participation requirements are unchanged from the 1987
          Plan and the 1992  Plan.  The 2004  Deferred  Comp Plan  provides  for
          participation by both employees and directors.
       -  Participants   may  elect  to  defer  any  portion  of  their   future
          compensation. The amount to be deferred will be stated as a percentage
          and must not be less than two thousand four hundred  dollars  ($2,400)
          during the deferral period.
       -  A participant in the 2004 Deferred Comp Plan controls his  investments
          in a  Bank-owned  brokerage  account.  Although the  participant  will
          manage his or her brokerage account,  it will remain the sole property
          of the Bank and only the Bank will be permitted to make  contributions
          to or withdrawals from the account.

As of June 30,  2004,  participant  balances  in the 1987 Plan and the 1992 Plan
totaled  $5,757,000,  and were  recorded as other  liabilities  in the Company's
consolidated  financial statements.  The Company currently estimates that as the
1987 Plan and the 1992 Plan are phased out and  terminated on December 31, 2008,
the Company will recognize related annual cost savings.

                                      -12-
Comprehensive Income

For the  Company,  comprehensive  income  includes  net income  reported  on the
statement  of  income,  changes  in the  fair  value  of its  available-for-sale
investments,  and  changes  in  the  minimum  pension  liability  reported  as a
component of shareholders' equity.

The changes in the components of accumulated other  comprehensive  income (loss)
for the six months ended June 30, 2004 and 2003 are reported as follows:

                                           Six Months Ended June 30,
                                             2004             2003
                                         -----------------------------
Unrealized Gain on Securities                    (in thousands)

Beginning Balance                           $2,519           $3,048
Unrealized (loss) gain arising
  during the period, net of tax             (3,798)           1,130
                                         -----------------------------
Ending Balance                             ($1,279)          $4,178
                                         =============================

Minimum Pension Liability
Beginning Balance                            ($705)           ($745)
Change in minimum pension liability,
  net of tax                                     -                -
                                         -----------------------------
Ending Balance                               ($705)           ($745)
                                         =============================
Total accumulated other comprehensive
  income (loss), net                       ($1,984)          $3,433
                                         =============================

Reclassifications

Certain amounts previously  reported in the 2003 financial  statements have been
reclassified to conform to the 2004 presentation.  These  reclassifications  did
not affect previously reported net income or total shareholders'  equity.  Share
and per share data for all  periods  have been  adjusted  to reflect the 2-for-1
stock  split  effected as a stock  dividend  which was paid on April 30, 2004 to
shareholders of record on April 9, 2004.

                                      -13-
TRICO BANCSHARES
                                Financial Summary
                (dollars in thousands, except per share amounts)

                                                           (Unaudited)                  (Unaudited)
                                                       Three months ended            Six months ended
                                                            June 30,                     June 30,
                                                ------------------------------------------------------------
                                                      2004              2003        2004           2003
Net Interest Income (FTE)                           $17,811           $15,000     $34,958        $28,543
Provision for loan losses                            (1,300)             (150)     (1,950)          (300)
Noninterest income                                    6,942             6,554      12,697         11,950
Noninterest expense                                 (15,412)          (14,368)    (29,758)       (27,019)
Provision for income taxes (FTE)                     (3,194)           (2,782)     (6,323)        (5,307)

Net income                                           $4,847            $4,254      $9,624         $7,867

Average shares outstanding                           15,640            15,593      15,628         14,867
Diluted average shares outstanding                   16,215            16,042      16,214         15,271
Shares outstanding at period end                     15,640            15,704      15,640         15,704

As Reported:
   Basic earnings per share                           $0.31             $0.27       $0.62          $0.53
   Diluted earnings per share                         $0.30             $0.27       $0.59          $0.51
   Return on assets                                   1.29%             1.27%       1.31%          1.26%
   Return on equity                                  14.97%            13.88%      14.89%         14.07%
   Net interest margin                                5.27%             5.02%       5.31%          5.09%
   Net loan charge-offs to average loans              0.03%             0.96%       0.04%          0.58%
   Efficiency ratio (FTE)                            62.26%            66.66%      62.44%         66.73%

Average Balances:
   Total assets                                  $1,505,261        $1,339,107  $1,473,107     $1,244,433
   Earning assets                                 1,351,774         1,194,618   1,316,403      1,121,452
   Total loans                                    1,029,425           801,493   1,000,109        740,734
   Total deposits                                 1,252,472         1,146,211   1,242,088      1,075,032
   Shareholders' equity                            $129,481          $122,567    $129,307       $111,853

Balances at Period End:
   Total assets                                  $1,545,173        $1,360,902
   Earning assets                                 1,387,627         1,209,530
   Total loans                                    1,078,464           852,290
   Total deposits                                 1,267,352         1,173,605
   Shareholders' equity                            $128,320          $124,567

Financial Ratios at Period End:
   Allowance for loan losses to loans                 1.44%             1.58%
   Book value per share                               $8.20             $7.93
   Tangible book value per share                      $6.87             $6.52
   Equity to assets                                   8.30%             9.15%
   Total capital to risk assets                      12.40%            10.37%

Dividends Paid Per Share                              $0.11             $0.10       $0.21          $0.20
Dividend Payout Ratio                                 36.7%             37.0%       35.6%          38.5%

Share and per share data for all  periods  have been  adjusted  to  reflect  the
2-for-1 stock split paid on April 30, 2004.
-14-
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations

As TriCo  Bancshares (the  "Company") has not commenced any business  operations
independent of Tri Counties Bank (the "Bank"), the following discussion pertains
primarily  to the  Bank.  Average  balances,  including  such  balances  used in
calculating  certain financial ratios, are generally  comprised of average daily
balances  for the  Company.  Within  Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations,  interest income and net interest
income are generally presented on a fully tax-equivalent (FTE) basis.

Critical Accounting Policies and Estimates

The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America.  The preparation of these financial  statements
requires the Company to make  estimates and  judgments  that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent  assets and liabilities.  On an on-going basis, the Company evaluates
its estimates, including those related to the adequacy of the allowance for loan
losses, intangible assets, and contingencies. The Company bases its estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions. (See caption "Allowance for
Loan Losses" for a more detailed discussion).

Results of Operations

The  following   discussion  and  analysis  is  designed  to  provide  a  better
understanding  of the significant  changes and trends related to the Company and
the  Bank's  financial  condition,   operating  results,   asset  and  liability
management,  liquidity and capital  resources and should be read in  conjunction
with the Consolidated Financial Statements of the Company and the Notes thereto.

The Company had quarterly  earnings of  $4,847,000,  or $0.30 per diluted share,
for the three  months  ended June 30,  2004.  These  results  represent  a 11.1%
increase from the $0.27 earnings per diluted share reported for the three months
ended June 30, 2003 on earnings of $4,254,000.  The  improvement in results from
the  year-ago  quarter  was  due  to a  $2,811,000  (18.7%)  increase  in  fully
tax-equivalent  net  interest  income  to  $17,811,000,  and a  $388,000  (5.9%)
increase in noninterest income to $6,942,000.  These  contributing  factors were
partially  offset by a $1,150,000  (767%)  increase in provision for loan losses
and a $1,044,000  (7.3%) increase in noninterest  expense to $15,412,000 for the
quarter ended June 30, 2004.

The Company reported earnings of $9,624,000, or $0.59 per diluted share, for the
six months ended June 30, 2004.  These results  represent a 15.7%  increase from
the $0.51  earnings per diluted share reported for the six months ended June 30,
2003 on earnings of  $7,867,000.  The  improvement  in results from the year-ago
period was due to a  $6,415,000  (22.5%)  increase in fully  tax-equivalent  net
interest  income to  $34,958,000,  and a $747,000 (6.3%) increase in noninterest
income to $12,697,000.  These  contributing  factors were partially  offset by a
$1,650,000  (550%)  increase in provision for loan losses to  $1,950,000,  and a
$2,739,000  (10.1%)  increase in noninterest  expense to $29,758,000 for the six
months ended June 30, 2004.

                                      -15-
Following is a summary of the components of fully taxable equivalent ("FTE") net
income for the periods indicated (dollars in thousands):

                                    Three months ended        Six months ended
                                          June 30,                 June 30,
                                ------------------------------------------------
                                   2004           2003       2004         2003
                                ------------------------------------------------
Net Interest Income (FTE)        $17,811        $15,000    $34,958      $28,543
Provision for loan losses         (1,300)          (150)    (1,950)        (300)
Noninterest income                 6,942          6,554     12,697       11,950
Noninterest expense              (15,412)       (14,368)   (29,758)     (27,019)
Provision for income taxes (FTE)  (3,194)        (2,782)    (6,323)      (5,307)
                                ------------------------------------------------
Net income                        $4,847         $4,254)    $9,624       $7,867
                                ================================================

Net income for the second quarter of 2004 was $593,000 (13.9%) more than for the
same quarter of 2003. A  significant  increase in fully taxable  equivalent  net
interest  income (up $2,811,000 or 18.7%) and an increase in noninterest  income
(up $388,000 or 5.9%), more than offset an increase in provision for loan losses
(up $1,150,000 or 767%), and an increase in noninterest  expenses (up $1,044,000
or 7.3%).  The increase in net  interest  income (FTE) was due to an increase in
average balance of interest-earning assets (up $157 million to $1.352 billion or
13.1%) and a 0.25%  increase in net interest  margin.  The increase in provision
for loan losses was mainly due to loan growth as loan  quality  remains high and
loan charge-offs  remain low. The $388,000  increase in noninterest  income from
the  year-ago  quarter was mainly due to an increase in service  charges and fee
income (up  $356,000  or 8.9% to  $4,340,000),  an  increase  in gain on sale of
nondeposit  investment  products  (up  $154,000  or 33.4% to  $615,000),  and an
increase in cash value of life insurance (up $56,000 or 14.9% to $432,000). Also
during the quarter  ended June 30,  2004,  the Company  recovered  $570,000 of a
previously recorded valuation allowance related to its mortgage servicing asset,
and realized gains of $89,000 and $182,000 on the sale of fixed assets and other
real estate, respectively. Partially offsetting these contributing factors was a
decrease in gain on sale of loans  (down  $886,000  or 67.2% to  $433,000).  The
increase  in  noninterest  expense  was mainly due to an  increase in salary and
benefit expense (up $804,000 or 10.5% to $8,440,000). The increase in salary and
benefits  expense was mainly due to the opening of de-novo branches in Roseville
(November  2003),  Folsom (December 2003), and Turlock (April 2004), and regular
salary increases.  Other noninterest expense also increased (up $240,000 or 3.6%
to $6,972,000).

Net income for the six months  ended June 30, 2004 was  $1,757,000  (22.3%) more
than for the same  period  of 2003.  A  significant  increase  in fully  taxable
equivalent  net  interest  income (up  $6,415,000  or 22.5%) and an  increase in
noninterest  income (up  $747,000  or 6.3%),  more than  offset an  increase  in
provision  for  loan  losses  (up  $1,650,000  or  550%),  and  an  increase  in
noninterest  expenses  (up  $2,739,000  or 10.1%).  The increase in net interest
income  (FTE) was due to an  increase  in average  balance  of  interest-earning
assets (up $195 million to $1.316  billion or 17.4%) and a 0.22% increase in net
interest  margin.  The increase in  provision  for loan losses was mainly due to
loan growth as loan quality  remains high and loan  charge-offs  remain low. The
$747,000  increase in noninterest  income from the year-ago six month period was
mainly due to an  increase  in service  charges  and fee income (up  $906,000 or
12.1% to  $8,392,000),  an  increase  in gain on sale of  nondeposit  investment
products (up $220,000 or 24.2% to $1,129,000),  and an increase in cash value of
life  insurance (up $349,000 or 67.8% to  $864,000).  Also during the six months
ended June 30, 2004,  the Company  recovered  $600,000 of a previously  recorded
valuation  allowance related to its mortgage servicing asset, and realized gains
of $12,000  and  $182,000  on the sale of fixed  assets  and other real  estate,
respectively.  Partially offsetting these contributing factors was a decrease in
gain on sale of loans (down $1,394,000 or 56.9% to $1,058,000).  The increase in
noninterest  expense was mainly due to an increase in salary and benefit expense
(up  $2,094,000  or 14.4% to  $16,607,000).  The increase in salary and benefits
expense was mainly due to the  addition of one branch  from the  acquisition  of
North State  National  Bank  (April  2003),  the opening of de-novo  branches in
Roseville (November 2003), Folsom (December 2003), and Turlock (April 2004), and
regular salary increases.  Other noninterest expense also increased (up $645,000
or 5.2% to $13,151,000).

                                      -16-
Net Interest Income

Following is a summary of the components of net interest  income for the periods
indicated (dollars in thousands):
Three months ended             Six months ended
                                                  June 30,                      June 30,
                                         -------------------------------------------------------
                                              2004         2003            2004         2003
                                         -------------------------------------------------------
Interest income                        $20,628      $18,161          $40,540      $34,510
     Interest expense                        (3,087)      (3,445)          (6,101)      (6,560)
     FTE adjustment                             270          284              519          593
                                         -------------------------------------------------------
        Net interest income (FTE)           $17,811      $15,000          $34,958      $28,543
                                         =======================================================
     Average earning assets              $1,351,774   $1,194,618       $1,316,403   $1,121,452

     Net interest margin (FTE)                5.27%        5.02%            5.31%        5.09%
The  Company's  primary  source  of  revenue  is  net  interest  income,  or the
difference  between  interest  income on earning assets and interest  expense in
interest-bearing liabilities. Net interest income (FTE) during the first quarter
of  2004  increased   $2,811,000  (18.7%)  from  the  same  period  in  2003  to
$17,811,000.  The increase in net interest income (FTE) was due to the increased
average  balances of earning assets (up $157 million or 13.1% to $1.352 billion)
and a 0.25% increase in net interest margin (FTE).

Net  interest  income  (FTE)  during  the  first six  months  of 2004  increased
$6,415,000 (22.5%) from the same period in 2003 to $34,958,000.  The increase in
net interest income (FTE) was due to the increased  average  balances of earning
assets (up $195 million or 17.4% to $1.316  billion) and a 0.22% increase in net
interest margin (FTE).

Interest and Fee Income

Interest  and  fee  income  (FTE)  for the  second  quarter  of  2004  increased
$2,453,000  (13.3%)  from the second  quarter of 2003.  The increase was the net
effect of higher  average  interest-earning  assets (up $157 million or 13.1% to
$1.352  billion) and no change in the yield on those average earning assets that
remained  at 6.18%.  The  growth in  interest-earning  assets  was due to a $228
million (28.5%)  increase in average loan balances that was partially  offset by
decreases of $65 million and $6 million in average  balances of investments  and
federal funds sold, respectively.

The average yield on the Company's  combined  earning assets did not change from
the year-ago  quarterly  yield of 6.18% despite a 0.52%  decrease in the average
yield of the Company's  loan  portfolio,  due to a higher  percentage of earning
assets in loans rather than  investments,  and increased  yields on investments.
This  downward  trend in loan yields was  reflective  of general  interest  rate
markets  during much of the twelve  months ended June 30, 2004.  The increase in
yields on  investments  was  mainly due to  maturities  of  shorter-term,  lower
yielding investments.

Interest and fee income  (FTE) for the six months ended June 30, 2004  increased
$5,956,000 (17.0%) from the same period of 2003. The increase was the net effect
of higher  average  interest-earning  assets (up $195 million or 17.4% to $1.316
billion)  that was  partially  offset by a 0.02%  decrease in the yield on those
average earning assets to 6.24%. The growth in  interest-earning  assets was led
by a $259 million (35%) increase in average loan balances to $1 billion that was
partially offset by decreases of $49 million and $15 million in average balances
of investments and federal funds sold, respectively.

The average yield on the Company's  earning assets decreased only 0.02% to 6.24%
for the six month  period  ended June 30, 2004 from 6.26% for the same period in
2003  despite  a 0.62%  decrease  in the  average  yield of the  Company's  loan
portfolio,  due to a higher  percentage  of earning  assets in loans rather than
investments,  and increased  yields on investments.  This downward trend in loan
yields was reflective of general interest rate markets during much of the twelve
months ended June 30, 2004. The increase in yields on investments was mainly due
to maturities of shorter-term, lower yielding investments.

                                      -17-
Interest Expense

Interest expense decreased  $358,000 (10.4%) to $3,087,000 in the second quarter
of 2004 compared to $3,445,000 in the year-ago  quarter.  The average balance of
interest-bearing liabilities increased $132 million (13.9%) to $1.084 billion in
the second  quarter  compared  to $952  million  in the  year-ago  quarter.  The
increase in  interest-bearing  liabilities was concentrated in the lower earning
interest-bearing  demand deposits (up $18 million or 8.5%), savings deposits (up
$105 million or 27.8%),  and Federal  funds  purchased (up $36 million or 180%).
The average  balance of the higher  earning  time  deposits was down $50 million
(15.6%) while the average balance of junior subordinated debt was up $23 million
from   the   year-ago   quarter.   In   addition,   the   average   balance   of
noninterest-bearing  deposits  increased  $32 million  (13.5%) from the year-ago
quarter.   The  average  rate  paid  for  all  categories  of   interest-bearing
liabilities  decreased  from the average rate paid in the year-ago  quarter as a
result of general market interest rate changes.

Interest  expense  decreased  $459,000  (7.0%) to $6,101,000  for the six months
ended June 30, 2004 compared to $6,560,000 in the year-ago  period.  The average
balance of interest-bearing liabilities increased $165 million (18.6%) to $1.051
billion for the six months  ended June 30, 2004  compared to $886 million in the
year-ago period. The increase in  interest-bearing  liabilities was concentrated
in the lower earning interest-bearing demand deposits (up $27 million or 13.6%),
savings deposits (up $128 million or 36.7%), and Federal funds purchased (up $25
million or 250%).  The average  balance of the higher  earning time deposits was
down $36 million (11.7%) while the average balance of junior  subordinated  debt
was up $22 million from the  year-ago  period.  In addition,  for the six months
ended  June 30,  2004,  the  average  balance  of  noninterest-bearing  deposits
increased $48 million  (21.6%) from the year-ago  period.  The average rate paid
for all categories of  interest-bearing  liabilities  decreased from the average
rate paid in the year-ago  quarter as a result of general  market  interest rate
changes.

Net Interest Margin (FTE)

The  following  table  summarizes  the  components of the Company's net interest
margin for the periods indicated:

                                   Three months ended          Six months ended
                                        June 30,                   June 30,
                                   ---------------------------------------------
                                    2004         2003         2004         2003
                                   ---------------------------------------------
Yield on earning assets             6.18%        6.18%        6.24%        6.26%
Rate paid on interest-bearing
   Liabilities                      1.14%        1.45%        1.16%        1.48%
                                   ---------------------------------------------
   Net interest spread              5.04%        4.73%        5.08%        4.78%
Impact of all other net
   noninterest-bearing funds        0.23%        0.29%        0.23%        0.31%
                                   ---------------------------------------------
      Net interest margin           5.27%        5.02%        5.31%        5.09%
                                   =============================================

Net interest  margin in the second quarter of 2004  increased  0.25% compared to
the second quarter of 2003.  This increase in net interest margin was mainly due
to lower rates paid on liabilities,  and a change in the ratio of loans to total
interest  earning  assets.  During the quarter ended June 30, 2004, the ratio of
loans to total interest  earnings assets was 76% compared to 67% in the year-ago
quarter. The increase in interest income due to the increase in loan volume more
than offset the effect of the 0.52% decrease in average loan yield. As a result,
the average yield on total earning assets did not change, while the average rate
paid on interest-bearing liabilities decreased 0.31%.

Net  interest  margin for the six months  ended June 30,  2004  increased  0.22%
compared to the six months  ended June 30, 2003.  This  increase in net interest
margin was mainly due to lower  rates paid on  liabilities,  and a change in the
ratio of loans to total  interest  earning  assets.  During the six months ended
June 30,  2004,  the ratio of loans to total  interest  earnings  assets was 76%
compared  to 66% in the  year-ago  six-month  period.  The  increase in interest
income due to the  increase  in loan  volume  more than offset the effect of the
0.62%  decrease in average loan yield.  As a result,  the average yield on total
earning  assets   decreased   only  0.02%,   while  the  average  rate  paid  on
interest-bearing liabilities decreased 0.32%.

                                      -18-
Summary of Average Balances, Yields/Rates and Interest Differential

The following tables present, for the periods indicated,  information  regarding
the Company's consolidated average assets, liabilities and shareholders' equity,
the amounts of interest income from average earning assets and resulting yields,
and the amount of interest expense paid on interest-bearing liabilities. Average
loan balances include  nonperforming  loans.  Interest income includes  proceeds
from  loans on  nonaccrual  loans  only to the extent  cash  payments  have been
received and applied to interest income.  Yields on securities and certain loans
have been adjusted  upward to reflect the effect of income  thereon  exempt from
federal  income  taxation  at  the  current   statutory  tax  rate  (dollars  in
thousands).
For the three months ended
                                       ----------------------------------------------------------------
                                               June 30, 2004                     June 30, 2003
                                       -----------------------------     ------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------     ------------------------------
Assets:
Loans                                  $1,029,425  $17,551    6.82%       $801,493 $14,713     7.34%
Investment securities - taxable           287,058    2,638    3.68%        348,375   2,939     3.37%
Investment securities - nontaxable         34,870      708    8.12%         38,780     775     8.00%
Federal funds sold                            421        1    0.95%          5,970      18     1.21%
                                       -----------------------------     ------------------------------
Total earning assets                    1,351,774   20,898    6.18%      1,194,618  18,445     6.18%
Other assets                              153,487  --------                144,489 --------
                                       ----------                        ---------
Total assets                           $1,505,261                       $1,339,107
                                       ==========                        =========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $229,878      105    0.18%       $211,561     132     0.25%
Savings deposits                          482,796      857    0.71%        377,830     906     0.96%
Time deposits                             270,476    1,425    2.11%        320,268   2,023     2.53%
Federal funds purchased                    55,754      150    1.08%         19,556      63     1.29%
Other borrowings                           22,870      320    5.60%         22,908     321     5.61%
Junior subordinated debt                   22,681      230    4.06%              -       -       -
                                       -----------------------------     ------------------------------
Total interest-bearing liabilities      1,084,455    3,087    1.14%        952,123   3,445     1.45%
Noninterest-bearing deposits              269,322  --------                236,552 --------
Other liabilities                          22,003                           27,865
Shareholders' equity                      129,481                          122,567
                                       ----------                        ---------
Total liabilities and shareholders'
  equity                               $1,505,261                       $1,339,107
                                       ==========                        =========
Net interest spread(1)                                        5.04%                            4.73%
Net interest income and interest margin(2)         $17,811    5.27%                $15,000     5.02%
                                                   =================               ====================

(1) Net interest spread represents the average  yield earned on assets minus the
    average rate paid on  interest-earning assets minus the average rate paid on
    interest-bearing liabilities
(2) Net  interest  margin is  computed by  calculating  the  difference  between
    interest  income  and  expense, divided  by  the  average balance of earning
    assets.
-19-
For the six months ended
                                       ----------------------------------------------------------------
                                               June 30, 2004                     June 30, 2003
                                       -----------------------------     ------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------     ------------------------------
Assets:
Loans                                  $1,000,109  $34,290    6.86%       $740,734 $27,702     7.48%
Investment securities - taxable           278,708    5,359    3.85%        323,556   5,683     3.51%
Investment securities - nontaxable         35,171    1,399    7.96%         39,958   1,616     8.09%
Federal funds sold                          2,415       11    0.91%         17,204     102     1.19%
                                       -----------------------------     ------------------------------
Total earning assets                    1,316,403   41,059    6.24%      1,121,452  35,103     6.26%
Other assets                              156,704  --------                122,981 --------
                                       ----------                        ---------
Total assets                           $1,473,107                       $1,244,433
                                       ==========                        =========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $226,193      205    0.18%       $199,289     250     0.25%
Savings deposits                          475,268    1,764    0.74%        347,098   1,626     0.94%
Time deposits                             270,807    2,867    2.12%        306,596   3,982     2.60%
Federal funds purchased                    34,523      184    1.07%          9,778      63     1.29%
Other borrowings                           22,875      640    5.60%         22,913     639     5.58%
Junior subordinated debt                   21,650      441    4.07%              -       -       -
                                       -----------------------------     ------------------------------
Total interest-bearing liabilities      1,051,316    6,101    1.16%        885,674   6,560     1.48%
Noninterest-bearing deposits              269,820  --------                222,049 --------
Other liabilities                          22,664                           24,857
Shareholders' equity                      129,307                          111,853
                                       ----------                        ---------
Total liabilities and shareholders'
  equity                               $1,473,107                       $1,244,433
                                       ==========                        =========
Net interest spread(1)                                        5.08%                            4.78%
Net interest income and interest margin(2)         $34,958    5.31%                $28,543     5.09%
                                                   =================               ====================
(1) Net interest spread  represents the average yield earned on assets minus the
    average rate paid on interest-earning assets  minus the average rate paid on
    interest-bearing liabilities
(2) Net  interest  margin  is computed  by calculating  the  difference  between
    interest  income  and expense,  divided  by the  average  balance of earning
    assets.

                                      -20-
Summary of  Changes in  Interest  Income and  Expense  due to Changes in Average
Asset & Liability Balances and Yields Earned & Rates Paid

The following tables set forth a summary of the changes in interest income (FTE)
and  interest  expense  from  changes in average  asset and  liability  balances
(volume)  and  changes  in average  interest  rates for the  periods  indicated.
Changes  not  solely  attributable  to volume or rates  have been  allocated  in
proportion to the respective volume and rate components (dollars in thousands).

                                             Three months ended June 30, 2004
                                                compared with three months
                                                    ended June 30, 2003
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                         $4,183     ($1,345)    $2,838
Investment securities                           (626)        258       (368)
Federal funds sold                               (17)          -        (17)
                                             ---------------------------------
   Total earning assets                        3,540      (1,087)     2,453
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                  11         (38)       (27)
Savings deposits                                 252        (301)       (49)
Time deposits                                   (315)       (283)      (598)
Federal funds purchased                          117         (30)        87
Other borrowings                                  (1)          -         (1)
Junior subordinated debt                         230           -        230
                                             ---------------------------------
   Total interest-bearing liabilities            294        (652)      (358)
                                             ---------------------------------
Increase (decrease) in Net Interest Income    $3,246       ($435)    $2,811
                                             =================================

                                              Six months ended June 30, 2004
                                                 compared with six months
                                                    ended June 30, 2003
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                         $9,701      (3,113)     6,588
Investment securities                           (997)        456       (541)
Federal funds sold                               (88)         (3)       (91)
                                             ---------------------------------
   Total earning assets                        8,616      (2,660)     5,956
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                  34         (79)       (45)
Savings deposits                                 602        (464)       138
Time deposits                                   (465)       (650)    (1,115)
Federal funds purchased                          160         (39)       121
Other borrowings                                  (1)          2          1
Junior subordinated debt                           -         441        441
                                             ---------------------------------
   Total interest-bearing liabilities            330        (789)      (459)
                                             ---------------------------------
Increase (decrease) in Net Interest Income    $8,286     ($1,871)    $6,415
                                             =================================

                                      -21-
Provision for Loan Losses

The Company  provided  $1,300,000  for loan losses in the second quarter of 2004
versus  $150,000  in the second  quarter of 2003.  During the second  quarter of
2004, the Company recorded $67,000 of net loan charge offs versus  $1,916,000 of
net loan charge-offs in the year earlier quarter. The decrease in charge-offs is
primarily due to a $1,900,000  charge-off that occurred in the second quarter of
2003  related  to  two   commercial   real  estate  loans  to  a  single  entity
collateralized by a single building.

The Company provided $1,950,000 for loan losses during the six months ended June
30, 2004 versus $300,000  during the six months ended June 30, 2003.  During the
six months ended June 30, 2004, the Company recorded $193,000 of net loan charge
offs versus  $2,150,000 of net loan  charge-offs  in the year earlier  six-month
period.

Noninterest Income

The following  table  summarizes the  components of  noninterest  income for the
periods indicated (dollars in thousands).
Three months ended             Six months ended
                                                      June 30,                      June 30,
                                               ----------------------------------------------------
                                                  2004          2003           2004           2003
                                               ----------------------------------------------------
Service charges on deposit accounts        $3,407        $3,192          $6,605        $6,050
     ATM fees and interchange                      664           597           1,246         1,117
     Other service fees                            269           196             541           318
     Mortgage servicing asset valuation recovery   570            -             600             -
     Gain on sale of loans                         433         1,319           1,058         2,452
     Commissions on sale of
       nondeposit investment products              615           461           1,129           909
     Gain on sale of investments                     -           100               -           100
     Gain on sale of fixed assets                   89             -              12             3
     Gain on sale of other real estate             182            60             182            60
     Increase in cash value of life insurance      432           376             864           515
     Other noninterest income                      279           253             460           426
                                               ----------------------------------------------------
     Total noninterest income                   $6,942        $6,554         $12,697       $11,950
                                               ====================================================
Noninterest  income for the second quarter of 2004 increased  $388,000 (5.9%) to
$6,942,000 from $6,554,000 in the year-ago quarter.  The increase in noninterest
income  from the  year-ago  quarter  was  mainly due to an  increase  in service
charges and fee income (up $355,000 or 8.9% to $4,340,000),  an increase in gain
on sale of  nondeposit  investment  products (up $154,000 or 33.4% to $615,000),
and an  improvement  of increase in cash value of life  insurance (up $56,000 or
14.9% to  $432,000).  Also during the quarter  ended June 30, 2004,  the Company
recovered $570,000 of a previously  recorded valuation  allowance related to its
mortgage servicing asset, and realized gains of $89,000 and $182,000 on the sale
of fixed assets and other real estate, respectively.  Partially offsetting these
contributing  factors was a decrease in gain on sale of loans (down  $886,000 or
67.2% to  $433,000).  The increase in service  charge and fee income and gain on
sale of  nondeposit  investment  products is mainly due to the  expansion of the
Company into new markets and  increased  penetration  in existing  markets.  The
improvement in increase in cash value of life insurance is due to  approximately
$22.5 million of life  insurance  that was purchased in the spring of 2003.  The
recovery of a previously  recorded valuation  allowance related to the Company's
mortgage  servicing  asset,  and the decrease in gain on sale of loans is due to
the slowdown in the residential  mortgage  refinance  market that started during
the second half of 2003.

Noninterest  income for the six months  ended June 30, 2004  increased  $747,000
(6.3%) to $12,697,000  from $11,950,000 in the same period in 2003. The increase
in  noninterest  income from the  year-ago six month period was mainly due to an
increase in service charges and fee income (up $907,000 or 12.1% to $8,392,000),
an increase in gain on sale of  nondeposit  investment  products (up $220,000 or
24.2% to  $1,129,000),  and an  improvement  of  increase  in cash value of life
insurance (up $349,000 or 67.8% to  $864,000).  Also during the six months ended
June 30, 2004, the Company recovered $600,000 of a previously recorded valuation
allowance related to its mortgage servicing asset, and realized gains of $12,000
and $182,000 on the sale of fixed  assets and other real  estate,  respectively.
Partially  offsetting these contributing  factors was a decrease in gain on sale
of loans (down $1,394,000 or 56.9% to $1,058,000).

                                      -22-
Noninterest Expense

The following  table  summarizes the  components of noninterest  expense for the
periods indicated (dollars in thousands).
Three months ended             Six months ended
                                                  June 30,                      June 30,
                                            ----------------------------------------------------
                                              2004          2003           2004           2003
                                            ----------------------------------------------------
Salaries                                $5,189        $4,792         $10,283        $9,042
     Commissions and incentives               1,383         1,361           2,460         2,472
     Employee benefits                        1,868         1,483           3,864         2,999
     Occupancy                                1,003           890           1,946         1,682
     Equipment                                  913           832           1,850         1,579
     Professional fees                          598           641           1,107         1,215
     Telecommunications                         421           392             796           783
     Data processing and software               400           349             783           640
     Advertising and marketing                  234           370             425           642
     Courier service                            269           260             531           508
     ATM network charges                        325           255             620           487
     Intangible amortization                    342           324             673           552
     Postage                                    235           230             467           428
     Operational losses                         112           176             152           306
     Assessments                                 73            65             145           125
     Other                                    2,047         1,948           3,656         3,559
                                            ----------------------------------------------------
     Total                                  $15,412       $14,368         $29,758       $27,019
                                            ====================================================
     Average full time equivalent staff         539           513             536           490
     Noninterest expense to revenue (FTE)     62.26%        66.66%         62.44%         66.73%
Noninterest  expense for the second quarter of 2004 increased  $1,044,000 (7.3%)
to $15,412,000  from  $14,368,000 in the second quarter of 2003. The increase in
noninterest  expense was mainly due to a $804,000 (10.5%) increase in salary and
benefit expense to $8,440,000.  The increase in salary and benefits  expense was
mainly due to annual salary increases, new employees from the opening of de-novo
branches in Roseville  (November  2003),  Folsom  (December  2003),  and Turlock
(April 2004). Noninterest expense excluding salaries and benefits also increased
(up $240,000 or 3.6% to $6,972,000).

Noninterest  expense  for the first  six  months  of 2004  increased  $2,739,000
(10.1%) to  $29,758,000  from  $27,019,000  in the first six months of 2003. The
increase in noninterest  expense was mainly due to a $2,094,000 (14.4%) increase
in salary  and  benefit  expense  to  $16,607,000.  The  increase  in salary and
benefits expense was mainly due to annual salary  increases,  new employees from
the addition of one branch through the  acquisition of North State National Bank
(April 2003), and the opening of de-novo branches in Roseville  (November 2003),
Folsom (December 2003), and Turlock (April 2004).  Noninterest expense excluding
salaries and benefits also increased (up $645,000 or 5.2% to $13,151,000).

Provision for Income Tax

The  effective  tax rate for the three  months ended June 30, 2003 was 37.6% and
reflects an increase  from 37.0% for the three months  ended June 30, 2003.  The
effective tax rate for the six months ended June 30, 2004 was 37.6% and reflects
an increase from 37.5% for the six months ended June 30, 2003. The provision for
income  taxes  for  all  periods  presented  is  primarily  attributable  to the
respective  level  of  earnings  and  the  incidence  of  allowable  deductions,
particularly from tax-exempt  loans,  state and municipal  securities,  and bank
owned life insurance.

                                      -23-
Classified Assets

The  Company  closely  monitors  the  markets in which it  conducts  its lending
operations  and  continues  its strategy to control  exposure to loans with high
credit risk.  Asset reviews are performed  using grading  standards and criteria
similar to those employed by bank regulatory  agencies.  Assets receiving lesser
grades  fall  under  the  "classified  assets"  category,   which  includes  all
nonperforming  assets and potential problem loans, and receive an elevated level
of attention to ensure collection.

The following is a summary of classified assets on the dates indicated  (dollars
in thousands):

                               At June 30, 2004           At December 31, 2003
                           -------------------------    ------------------------
                             Gross Guaranteed  Net       Gross Guaranteed   Net
                           -----------------------------------------------------
Classified loans            $25,266  $9,826  $15,440    $29,992 $11,209  $18,783
Other classified assets         628       -      628        932       -      932
                           -----------------------------------------------------
Total classified assets     $25,894  $9,826  $16,068    $30,924 $11,209  $19,715
                           =====================================================
Allowance for loan losses/
     Classified loans                         100.6%                       73.3%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies and its government-sponsored  agencies at June 30, 2004, decreased $3.6
million (18.5%) to $16.1 million from $19.7 million at December 31, 2003.

Nonperforming Loans

Loans are reviewed on an  individual  basis for  reclassification  to nonaccrual
status when any one of the following  occurs:  the loan becomes 90 days past due
as to  interest  or  principal,  the full and timely  collection  of  additional
interest or principal becomes  uncertain,  the loan is classified as doubtful by
internal credit review or bank regulatory  agencies,  a portion of the principal
balance has been charged off, or the Company takes possession of the collateral.
Loans that are placed on nonaccrual even though the borrowers  continue to repay
the  loans as  scheduled  are  classified  as  "performing  nonaccrual"  and are
included  in  total  nonperforming  loans.  The  reclassification  of  loans  as
nonaccrual does not necessarily reflect Management's judgment as to whether they
are collectible.

Interest income is not accrued on loans where Management has determined that the
borrowers  will  be  unable  to  meet  contractual   principal  and/or  interest
obligations,  unless the loan is well secured and in the process of  collection.
When a loan is placed on nonaccrual,  any previously accrued but unpaid interest
is  reversed.  Income on such loans is then  recognized  only to the extent that
cash is received  and where the future  collection  of  principal  is  probable.
Interest  accruals  are resumed on such loans only when they are  brought  fully
current  with  respect to interest and  principal  and when,  in the judgment of
Management, the loans are estimated to be fully collectible as to both principal
and interest.

Interest income on nonaccrual loans, which would have been recognized during the
six  months,  ended  June 30,  2004,  if all such  loans  had  been  current  in
accordance with their original terms, totaled $639,435. Interest income actually
recognized  on these  loans  during  the six  months  ended  June  30,  2004 was
$449,923.

The  Company's  policy is to place loans 90 days or more past due on  nonaccrual
status.  In some instances  when a loan is 90 days past due Management  does not
place  it on  nonaccrual  status  because  the loan is well  secured  and in the
process of  collection.  A loan is considered to be in the process of collection
if, based on a probable  specific  event,  it is expected  that the loan will be
repaid or brought current. Generally, this collection period would not exceed 30
days. Loans where the collateral has been repossessed are classified as OREO or,
if the collateral is personal  property,  the loan is classified as other assets
on the Company's financial statements.

Management considers both the adequacy of the collateral and the other resources
of the  borrower  in  determining  the steps to be taken to  collect  nonaccrual
loans.   Alternatives  that  are  considered  are  foreclosure,   collecting  on
guarantees, restructuring the loan or collection lawsuits.

                                      -24-
As shown in the following table, total nonperforming assets net of guarantees of
the  U.S.  Government,  including  its  agencies  and  its  government-sponsored
agencies,  decreased $812,000 (15.3%) to $4,514,000 million during the first six
months of 2004.  Nonperforming assets net of guarantees represent 0.29% of total
assets.  All nonaccrual loans are considered to be impaired when determining the
need  for a  specific  valuation  allowance.  The  Company  continues  to make a
concerted  effort to work problem and potential  problem loans to reduce risk of
loss.
(dollars in thousands):
                                                   At June 30, 2004           At December 31, 2003
                                              -------------------------    -------------------------
                                                Gross Guaranteed  Net       Gross Guaranteed   Net
                                              ------------------------------------------------------
Performing nonaccrual loans                   $10,409   $8,014   $2,395    $10,997  $7,936   $3,061
Nonperforming, nonaccrual loans                 1,896      444    1,452      2,551   1,252    1,299
                                              ------------------------------------------------------
Total nonaccrual loans                         12,305    8,458    3,847     13,548   9,188    4,360
Loans 90 days past due and still accruing          39        -       39         34       -       34
                                              ------------------------------------------------------
Total nonperforming loans                      12,344    8,458    3,886     13,582   9,188    4,394
Other real estate owned                           628        -      628        932       -      932
                                              ------------------------------------------------------
Total nonperforming assets                    $12,972   $8,458   $4,514    $14,514  $9,188   $5,326
                                              ======================================================
Nonperforming loans to total loans                                0.36%                       0.45%
Allowance for loan losses/nonperforming loans                      400%                        313%
Nonperforming assets to total assets                              0.29%                       0.36%
Allowance for Loan Losses

Credit  risk is inherent in the  business of lending.  As a result,  the Company
maintains  an  Allowance  for Loan  Losses  to  absorb  losses  inherent  in the
Company's  loan  portfolio.  This is  maintained  through  periodic  charges  to
earnings.  These  charges are shown in the  Consolidated  Income  Statements  as
provision for loan losses. All specifically identifiable and quantifiable losses
are  immediately  charged off against the allowance.  However,  for a variety of
reasons,  not all losses are immediately known to the Company and, of those that
are known,  the full extent of the loss may not be quantifiable at that point in
time.  The balance of the Company's  Allowance for Loan Losses is meant to be an
estimate of these unknown but probable  losses  inherent in the  portfolio.  For
purposes of this discussion, "loans" shall include all loans and lease contracts
that are part of the Company's portfolio.

The Company  formally  assesses  the  adequacy of the  allowance  on a quarterly
basis.  Determination  of the  adequacy is based on ongoing  assessments  of the
probable  risk in the  outstanding  loan  portfolio,  and to a lesser extent the
Company's loan commitments. These assessments include the periodic re-grading of
credits based on changes in their individual  credit  characteristics  including
delinquency,  seasoning,  recent financial performance of the borrower, economic
factors, changes in the interest rate environment,  growth of the portfolio as a
whole or by segment, and other factors as warranted.  Loans are initially graded
when  originated.  They are  re-graded as they are renewed,  when there is a new
loan to the same borrower,  when identified facts demonstrate heightened risk of
nonpayment,  or if they become  delinquent.  Re-grading of larger  problem loans
occur at least quarterly.  Confirmation of the quality of the grading process is
obtained by  independent  credit reviews  conducted by consultants  specifically
hired for this purpose and by various bank regulatory agencies.

The Company's method for assessing the appropriateness of the allowance includes
specific  allowances  for  identified  problem loans and leases as determined by
SFAS 114,  formula  allowance  factors for pools of credits,  and allowances for
changing   environmental  factors  (e.g.,   interest  rates,  growth,   economic
conditions,  etc.). Allowance factors for loan pools are based on the previous 5
years historical loss experience by product type.  Allowances for specific loans
are based on SFAS 114 analysis of individual  credits.  Allowances  for changing
environmental  factors are  Management's  best  estimate of the probable  impact
these  changes  have  had on the loan  portfolio  as a whole.  This  process  is
explained  in  detail  in the  notes  to the  Company's  Consolidated  Financial
Statements  in its Annual  Report on Form 10-K for the year ended  December  31,
2003.

Based on the current conditions of the loan portfolio,  Management believes that
the $15,529,000 allowance for loan losses at June 30, 2004 is adequate to absorb
probable losses  inherent in the Company's loan  portfolio.  No assurance can be
given, however, that adverse economic conditions or other circumstances will not
result in increased losses in the portfolio.

                                      -25-
The following table  summarizes the loan loss  provision,  net credit losses and
allowance for loan losses for the periods indicated (dollars in thousands):

                                   Three months ended        Six months ended
                                        June 30,                 June 30,
                                ------------------------------------------------
                                   2004          2003       2004          2003
                                ------------------------------------------------
  Balance, beginning of period   $14,296       $14,293    $13,773       $14,377
  Addition through merger              -           928          -           928
  Loan loss provision              1,300           150      1,950           300
  Loans charged off                 (177)       (2,063)      (365)       (2,343)
  Recoveries of previously
    charged-off loans                110           147        171           193
                                ------------------------------------------------
  Net charge-offs                    (67)       (1,916)      (194)       (2,150)
                                ------------------------------------------------
  Balance, end of period         $15,529       $13,455    $15,529       $13,455
                                ================================================
  Allowance for loan losses/loans outstanding               1.44%         1.58%

Junior Subordinated Debt

On July 31, 2003, the Company formed a subsidiary  business trust, TriCo Capital
Trust I, to issue trust preferred securities.  Concurrently with the issuance of
the trust preferred  securities,  the trust issued 619 shares of common stock to
the Company for $1,000 per share or an aggregate of $619,000.  In addition,  the
Company  issued a Junior  Subordinated  Debenture  to the Trust in the amount of
$20,619,000.  The terms of the  Junior  Subordinated  Debenture  are  materially
consistent  with the terms of the  trust  preferred  securities  issued by TriCo
Capital  Trust I. Also on July 31,  2003,  TriCo  Capital  Trust I completed  an
offering of 20,000 shares of cumulative  trust preferred  securities for cash in
an  aggregate  amount  of  $20,000,000.   The  trust  preferred  securities  are
mandatorily  redeemable  upon  maturity on October 7, 2033 with an interest rate
that resets  quarterly at three-month  LIBOR plus 3.05%,  or 4.16% for the first
quarterly  interest  period.  TriCo  Capital Trust I has the right to redeem the
trust  preferred  securities  on or after October 7, 2008.  The trust  preferred
securities  were issued through an  underwriting  syndicate to which the Company
paid underwriting fees of $7.50 per trust preferred  security or an aggregate of
$150,000. The net proceeds of $19,850,000 will be used to finance the opening of
new branches,  improve bank services and  technology,  repurchase  shares of the
Company's  common stock under its  repurchase  plan and  increase the  Company's
capital. The trust preferred securities have not been and will not be registered
under the Securities  Act of 1933, as amended,  or applicable  state  securities
laws  and were  sold  pursuant  to an  exemption  from  registration  under  the
Securities  Act of 1933.  The trust  preferred  securities may not be offered or
sold in the United States absent  registration  or an applicable  exemption from
the  registration  requirements  of the Securities Act of 1933, as amended,  and
applicable state securities laws.

As a result of the adoption of FIN 46R, the Company deconsolidated TriCo Capital
Trust I as of and for year ended  December 31, 2003.  The  $20,619,000 of junior
subordinated debentures issued by TriCo Capital Trust I were reflected as junior
subordinated  debt in the  consolidated  balance  sheet  at June  30,  2004  and
December 31, 2003. The common stock issued by TriCo Capital Trust I was recorded
in other assets in the consolidated  balance sheet at June 30, 2004 and December
31, 2003.

Prior to December 31, 2003, TriCo Capital Trust I was a consolidated  subsidiary
and was included in liabilities  in the  consolidated  balance sheet,  as "Trust
preferred  securities."  The common  securities and  debentures,  along with the
related income effects were eliminated in the consolidated financial statements.

On June 22, 2004, the Company formed a subsidiary  business trust, TriCo Capital
Trust II, to issue trust preferred securities. Concurrently with the issuance of
the trust preferred  securities,  the trust issued 619 shares of common stock to
the Company for $1,000 per share or an aggregate of $619,000.  In addition,  the
Company  issued a Junior  Subordinated  Debenture  to the Trust in the amount of
$20,619,000.  The terms of the  Junior  Subordinated  Debenture  are  materially
consistent  with the terms of the  trust  preferred  securities  issued by TriCo
Capital  Trust II. Also on June 22, 2004,  TriCo  Capital  Trust II completed an
offering of 20,000 shares of cumulative  trust preferred  securities for cash in
an  aggregate  amount  of  $20,000,000.   The  trust  preferred  securities  are
mandatorily redeemable upon maturity on July 23, 2034 with an interest rate that
resets  quarterly  at  three-month  LIBOR  plus  2.55%,  or 4.10%  for the first
quarterly  interest  period.  TriCo Capital Trust II has the right to redeem the
trust  preferred  securities  on or after  July 23,  2009.  The trust  preferred
securities  were issued through an  underwriting  syndicate to which the Company
paid underwriting fees of $2.50 per trust preferred  security or an aggregate of
$50,000.  The net proceeds of $19,950,000 will be used to finance the opening of
new branches,  improve bank services and  technology,  repurchase  shares of the
Company's  common stock under its  repurchase  plan and  increase the  Company's
capital. The trust preferred securities have not been and will not be registered
under the Securities  Act of 1933, as amended,  or applicable  state  securities
laws  and were  sold  pursuant  to an  exemption  from  registration  under  the
Securities  Act of 1933.  The trust  preferred  securities may not be offered or
sold in the United States absent  registration  or an applicable  exemption from
the  registration  requirements  of the Securities Act of 1933, as amended,  and
applicable state securities laws.

                                      -26-
The $20,619,000 of junior subordinated  debentures issued by TriCo Capital Trust
II were reflected as junior subordinated debt in the consolidated  balance sheet
at June 30, 2004. The common stock issued by TriCo Capital Trust II was recorded
in other assets in the consolidated balance sheet at June 30, 2004.

The debentures  issued by TriCo Capital Trust I and TriCo Capital Trust II, less
the common  securities  of TriCo  Capital  Trust I and TriCo  Capital  Trust II,
continue to qualify as Tier 1 or Tier 2 capital under interim guidance issued by
the Board of Governors of the Federal Reserve System (Federal Reserve Board).

Capital Resources

The  current  and  projected  capital  position of the Company and the impact of
capital plans and long-term strategies are reviewed regularly by Management.

As  previously  announced  on March 11,  2004,  the Board of  Directors of TriCo
Bancshares approved a two-for-one stock split of its common stock at its meeting
held on March 11,  2004.  The stock  split was  effected  in the form of a stock
dividend  that  entitle each  stockholder  of record at the close of business on
April 9, 2004 to receive one  additional  share for every share of TriCo  common
stock held on that date.  Shares  resulting  from the split were  distributed on
April 30, 2004.

Also at its  meeting  on  March  11,  2004,  the  Board  of  Directors  of TriCo
Bancshares  approved  an  increase  in  the  maximum  number  of  shares  to  be
repurchased  under the Company's stock  repurchase plan originally  announced on
July 31,  2003 from  250,000 to 500,000  effective  on April 9, 2004,  solely to
conform  with the  two-for-one  stock split  noted  above.  The  250,000  shares
originally  authorized for repurchase under this plan represented  approximately
3.2% of the Company's  approximately  7,852,000 common shares  outstanding as of
July 31,  2003.  This plan has no stated  expiration  date for the  repurchases,
which may occur  from time to time as market  conditions  allow.  As of July 26,
2004, the Company repurchased 222,600 shares under this plan as adjusted for the
2-for-1  stock  split  paid on April  30,  2004,  which  leaves  277,400  shares
available for repurchase under the plan.

The Company's primary capital resource is shareholders' equity, which was $128.3
million at June 30,  2004.  This amount  represents  an increase of $0.4 million
from December 31, 2003,  the net result of  comprehensive  income for the period
($5.8  million)  and the  issuance  of common  shares via the  exercise of stock
options ($0.6 million), partially offset by the repurchase of common stock ($2.8
million) and dividends  paid ($3.3  million).  The Company's  ratio of equity to
total assets was 8.30%, 9.15%, and 8.71% as of June 30, 2004, June 30, 2003, and
December 31, 2003, respectively.  The following summarizes the ratios of capital
to risk-adjusted assets for the periods indicated:

The following  summarizes the ratios of capital to risk-adjusted  assets for the
periods indicated:
To Be Well
                                At June 30,         At            Minimum    Capitalized Under
                             ----------------    December 31,    Regulatory   Prompt Corrective
                             2004       2003        2003         Requirement  Action Provisions
                             ------------------------------------------------------------------
Tier 1 Capital            10.93%      9.12%     10.41%           4.00%            6.00%
   Total Capital             12.40%     10.37%     11.57%           8.00%           10.00%
   Leverage ratio             9.73%      7.45%      8.68%           4.00%            5.00%
-27-
Off-Balance Sheet Arrangements

The Bank has certain  ongoing  commitments  under  operating and capital leases.
These commitments do not significantly  impact operating results. As of June 30,
2004 commitments to extend credit were the Company's only financial  instruments
with off-balance  sheet risk. The Company has not entered into any contracts for
financial  derivative  instruments such as futures,  swaps,  options,  etc. Loan
commitments  increased  to $370  million at June 30,  2004 from $333  million at
December  31,  2003.  The  commitments   represent  34.3%  of  the  total  loans
outstanding at June 30, 2004 versus 33.9% at December 31, 2003.

Certain Contractual Obligations

The following chart summarizes certain contractual obligations of the Company as
of December 31, 2003:
Less than        1-3          3-5       More than
(dollars in thousands)                             Total      one year        years        years       5 years
                                                ------------------------------------------------------------------
Federal funds purchased                            $39,500      $39,500            -            -            -
FHLB loan, fixed rate of 5.41%
   payable on April 7, 2008, callable
   in its entirety by FHLB on a quarterly
   basis beginning April 7, 2003                    20,000            -            -      $20,000            -
FHLB loan, fixed rate of 5.35%
   payable on December 9, 2008                       1,500            -            -        1,500            -
FHLB loan, fixed rate of 5.77%
   payable on February 23, 2009                      1,000            -            -            -       $1,000
Capital lease obligation on premises,
   effective rate of 13% payable
   monthly in varying amounts
   through December 1, 2009                            562           90          183          187          102
Junior subordinated debt, adjustable rate
   of three-month LIBOR plus 3.05%,
   callable in whole or in part by the
   Company on a quarterly basis beginning
   October 7, 2008, matures October 7, 2033         20,619            -            -            -       20,619
Operating lease obligations                          6,254        1,172        1,835        1,428        1,819
Deferred compensation(1)                             5,195          269          505          438        3,983
Supplemental retirement plans(1)                     3,567          498          937          774        1,358
Employment agreements                                  253          253            -            -            -
                                                ------------------------------------------------------------------
Total contractual obligations                      $98,450      $41,782       $3,460      $24,327      $28,881
                                                ==================================================================
(1)      These  amounts represent  known certain  payments to participants under
         the Company's deferred  compensation and supplemental retirement plans.

                                      -28-
Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Asset and Liability Management

The goal for managing the assets and  liabilities  of the Company is to maximize
shareholder  value and earnings while  maintaining a high quality  balance sheet
without exposing the Company to undue interest rate risk. The Board of Directors
has overall  responsibility  for the  Company's  interest  rate risk  management
policies.  The Company has an Asset and Liability  Management  Committee  (ALCO)
which establishes and monitors guidelines to control the sensitivity of earnings
to changes in interest rates.

Activities involved in asset/liability management include but are not limited to
lending,  accepting and placing  deposits,  investing in securities  and issuing
debt.   Interest  rate  risk  is  the  primary  market  risk   associated   with
asset/liability  management.  Sensitivity  of earnings to interest  rate changes
arises when yields on assets change in a different time period or in a different
amount from that of interest  costs on  liabilities.  To mitigate  interest rate
risk, the structure of the balance sheet is managed with the goal that movements
of interest  rates on assets and  liabilities  are  correlated and contribute to
earnings  even in  periods  of  volatile  interest  rates.  The  asset/liability
management  policy  sets  limits on the  acceptable  amount of  variance  in net
interest margin,  net income and market value of equity under changing  interest
environments.  Market value of equity is the net present value of estimated cash
flows from the Company's  assets,  liabilities and off-balance  sheet items. The
Company uses simulation  models to forecast net interest margin,  net income and
market value of equity.

Simulation of net interest  margin,  net income and market value of equity under
various  interest  rate  scenarios is the primary tool used to measure  interest
rate risk. Using computer-modeling  techniques,  the Company is able to estimate
the potential  impact of changing  interest  rates on net interest  margin,  net
income and market value of equity.  A balance sheet  forecast is prepared  using
inputs  of  actual  loan,   securities  and  interest-bearing   liability  (i.e.
deposits/borrowings) positions as the beginning base.

In the simulation of net interest  margin and net income under various  interest
rate scenarios,  the forecast balance sheet is processed  against seven interest
rate  scenarios.  These  seven  interest  rate  scenarios  include  a flat  rate
scenario,  which assumes  interest  rates are  unchanged in the future,  and six
additional rate ramp scenarios ranging from +300 to -300 basis points around the
flat scenario in 100 basis point  increments.  These ramp scenarios  assume that
interest  rates  increase  or  decrease  evenly  (in a  "ramp"  fashion)  over a
twelve-month period and remain at the new levels beyond twelve months.

In the  simulation  of  market  value of  equity  under  various  interest  rate
scenarios,  the forecast balance sheet is processed  against seven interest rate
scenarios.  These seven interest rate  scenarios  include the flat rate scenario
described  above,  and six additional rate shock scenarios  ranging from +300 to
-300 basis points around the flat scenario in 100 basis point increments.  These
rate shock scenarios assume that interest rates increase or decrease immediately
(in a "shock" fashion) and remain at the new level in the future.

At June 30, 2004 and 2003, the results of the  simulations  noted above indicate
that the balance  sheet is slightly  asset  sensitive  (earnings  increase  when
interest rates rise). The magnitude of all the simulation results noted above is
within the Company's policy  guidelines.  The asset liability  management policy
limits  aggregate  market risk,  as measured in this  fashion,  to an acceptable
level within the context of risk-return trade-offs.

The simulation  results noted above do not incorporate  any management  actions,
which might  moderate the negative  consequences  of interest  rate  deviations.
Therefore,  they do not reflect likely actual results, but serve as conservative
estimates of interest rate risk.

At June 30, 2004 and 2003, the Company had no derivative financial instruments.

                                      -29-
Liquidity

The  Company's  principal  source of asset  liquidity is federal  funds sold and
marketable  investment  securities available for sale. At June 30, 2004, federal
funds sold and  investment  securities  available for sale totaled $309 million,
representing  an decrease of $8 million or 2.3% from  December 31,  2003,  and a
decrease of $45 million or 12.7% from June 30, 2003.  In  addition,  the Company
generates  additional  liquidity  from its operating  activities.  The Company's
profitability  during  the first six  months of 2004  generated  cash flows from
operations  of $10.5  million  compared  to $14.1  million  during the first six
months of 2003.  Additional cash flows may be provided by financing  activities,
primarily  the  acceptance  of deposits  and  borrowings  from banks.  Sales and
maturities of investment  securities produced cash inflows of $41 million during
the six months  ended June 30, 2004  compared to $135 million for the six months
ended June 30,  2003.  During the six months  ended June 30,  2004,  the Company
invested  $41  million  and $97  million  in  securities  and net  loan  growth,
respectively,  compared  to  $110  million,  $90  million,  and $19  million  in
securities, net loan growth, and life insurance policies,  respectively,  during
the first six months of 2003.  These  changes in  investment  and loan  balances
contributed to net cash used for investing  activities of $98 million during the
six  months  ended  June  30,  2004,  compared  to net cash  used for  investing
activities of $78 million  during the six months ended June 30, 2003.  Financing
activities provided net cash of $72 million during the six months ended June 30,
2004,  compared to net cash  provided  by  financing  activities  of $57 million
during the six months  ended June 30, 2003.  Increases  in deposit  balances and
Federal  funds  borrowed  accounted for $31 million and $27 million of financing
sources  of funds,  respectively,  during the six  months  ended June 30,  2004,
compared to increases  in deposit  balances  and Federal  funds  borrowed of $42
million and $17 million  during the six months ended June 30, 2003.  The Company
raised $21 million through the issuance of junior  subordinated  debt during the
six months  ended  June 30,  2004.  Dividends  paid used $3.3  million  and $3.0
million of cash  during the six months  ended June 30,  2004 and June 30,  2003,
respectively.  Also, the Company's  liquidity is dependent on dividends received
from  the  Bank.  Dividends  from the Bank are  subject  to  certain  regulatory
restrictions.

Item 4.  Controls and Procedures

The Chief Executive  Officer,  Richard Smith,  and the Chief Financial  Officer,
Thomas Reddish, evaluated the effectiveness of the Company's disclosure controls
and  procedures  as  of  June  30,  2004  ("Evaluation  Date").  Based  on  that
evaluation,  they  concluded  that  as of  the  Evaluation  Date  the  Company's
disclosure  controls and procedures are effective to allow timely  communication
to them of  information  relating  to the  Company  and the Bank  required to be
disclosed in its filings with the  Securities  and Exchange  Commission  ("SEC")
under  the  Securities  Exchange  Act of  1934,  as  amended  ("Exchange  Act").
Disclosure  controls and  procedures are Company  controls and other  procedures
that are  designed to ensure that  information  required to be  disclosed by the
Company  in the  reports  that it files  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms.

                                      -30-
PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

Due to the nature of the banking business, the Bank is at times party to various
legal actions;  all such actions are of a routine nature and arise in the normal
course of business of the Bank.

Item 2 - Changes in Securities,  Use of Proceeds and Issuer  Purchases of Equity
Securities

The following table shows information concerning the common stock repurchased by
the Company  during the second  quarter of 2004 pursuant to the Company's  stock
repurchase  plan  originally  announced on July 31, 2003,  as amended  effective
April 9, 2004,  to conform with the  Company's  two-for-one  stock split paid on
April 30, 2004,  which is discussed in more detail under "Capital  Resources" in
this report:
Period          (a) Total number    (b) Average price   (c) Total number of     (d) Maximum number
                of Shares purchased  paid per share     shares purchased as     of shares that may yet
                                                        part of publicly        be purchased under the
                                                        announced plans or      plans or programs
                                                        programs
-----------------------------------------------------------------------------------------------------------
April 1-30, 2004            -              -                        -                 277,400
May 1-31, 2004              -              -                        -                 277,400
June 1-30, 2004             -              -                        -                 277,400
-----------------------------------------------------------------------------------------------------------
Total                       -              -                        -                 277,400
Item 4  - Submission of Matters to a Vote of Security Holders

(a)  The Company's Annual Meeting of Shareholders was held on May 4, 2004.

(b) and (c) The  following  vote  results  are  based on the  number  of  shares
outstanding  prior to the  2-for-1  stock  split  paid on April  30,  2004.  The
following eleven directors were elected at the meeting:

                                 Votes For  Votes Against/Withheld   Abstentions
      William J. Casey           6,211,353         272,395                 -
      Donald J. Amaral           6,165,571         318,177                 -
      Craig S. Compton           6,226,680         257,068                 -
      John S.A. Hasbrook         6,283,846         199,902                 -
      Michael W. Koehnen         6,289,696         194,052                 -
      Wendell J. Lundberg        6,202,532         281,216                 -
      Donald E. Murphy           6,213,445         270,303                 -
      Steve G. Nettleton         6,284,518         199,230                 -
      Richard P. Smith           6,283,513         200,235                 -
      Carroll R. Taresh          5,673,757         809,991                 -
      Alex A. Vereschagin, Jr.   6,271,636         212,112                 -

     The  shareholders  approved  an  amendment  to the  Company's  articles  of
     incorporation  to  increase  the  authorized  shares of common  stock  from
     20,000,000 to 50,000,000. 5,801,690 shares were voted for approval, 627,114
     shares were voted against and 53,771 shares abstained.

     The  shareholders  approved an amendment to the Company's 2001 stock option
     plan to increase by 450,000 the number of shares which may be granted under
     the plan.  4,178,658  shares were voted for approval,  926,004  shares were
     voted against and 108,449 shares abstained.

     The shareholders ratified the appointment of KPMG LLP as independent public
     accountants  of the Company for 2004.  6,378,503  shares were voted for the
     ratification, 23,539 shares were voted against and 81,706 shares abstained.

                                      -31-
Item 5.  Other Information

The Company  completed  effective  June 22, 2004 an offering of 20,000 shares of
cumulative  trust  preferred  securities  for  cash in an  aggregate  amount  of
$20,000,000.  The trust preferred securities are mandatorily  redeemable on July
23, 2034 with an interest rate that resets  quarterly at three-month  LIBOR plus
2.55%, or 4.10% for the first  quarterly  interest  period.  The trust preferred
securities  were issued through an  underwriting  syndicate to which the Company
paid underwriting fees of $2.50 per trust preferred  security or an aggregate of
$50,000.  The net proceeds of $19,950,000 will be used to finance the opening of
new branches,  improve bank services and  technology,  repurchase  shares of the
Company's  common stock under its  repurchase  plan and  increase the  Company's
capital.

The trust preferred  securities  have not been and will not be registered  under
the Securities Act of 1933, as amended,  or applicable state securities laws and
were sold pursuant to an exemption from registration under the Securities Act of
1933.  The trust  preferred  securities may not be offered or sold in the United
States absent  registration  or an applicable  exemption  from the  registration
requirements  of the  Securities Act of 1933, as amended,  and applicable  state
securities laws.

The Company formed a subsidiary business trust, TriCo Capital Trust II, to issue
the trust  preferred  securities.  Concurrently  with the  issuance of the trust
preferred securities, the trust issued 619 shares of common stock to the Company
for $1,000 per share or an  aggregate  of  $619,000.  In  addition,  the Company
issued  a  Junior  Subordinated   Debenture  to  the  Trust  in  the  amount  of
$20,619,000.  The terms of the  Junior  Subordinated  Debenture  are  materially
consistent  with the terms of the  trust  preferred  securities  issued by TriCo
Capital Trust II.

Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits

     3.1*      Restated  Articles of  Incorporation  dated May 9, 2003, filed as
               Exhibit  3.1 to  TriCo's  Quarterly  Report  on Form 10-Q for the
               quarter ended March 31, 2003

     3.2*      Bylaws of TriCo Bancshares,  as amended,  filed as Exhibit 3.2 to
               TriCo's Form S-4  Registration  Statement  dated January 16, 2003
               (No. 333-102546)

     4*        Certificate of  Determination  of Preferences of Series AA Junior
               Participating  Preferred  Stock  filed as Exhibit  3.3 to TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2001

    10.1*      Rights  Agreement  dated June 25, 2001,  between TriCo and Mellon
               Investor  Services  LLC filed as  Exhibit 1 to  TriCo's  Form 8-A
               dated July 25, 2001

    10.2       Form of Change of Control Agreement dated July 20, 2004,  between
               TriCo  and each of Craig  Carney,  Gary  Coelho,  W.R.  Hagstrom,
               Andrew  Mastorakis,  Rick  Miller,  Richard  O'Sullivan,   Thomas
               Reddish, and Ray Rios

    10.3*      TriCo's 1993 Non-Qualified Stock Option Plan filed as Exhibit 4.1
               to TriCo's Form S-8 Registration Statement dated January 18, 1995
               (No. 33-88704)

    10.4*      TriCo's  Non-Qualified  Stock Option Plan filed as Exhibit 4.2 to
               TriCo's Form S-8  Registration  Statement  dated January 18, 1995
               (No. 33-88704)

    10.5*      TriCo's  Incentive  Stock  Option  Plan filed as  Exhibit  4.3 to
               TriCo's Form S-8  Registration  Statement  dated January 18, 1995
               (No. 33-88704)

    10.6*      TriCo's 1995 Incentive  Stock Option Plan filed as Exhibit 4.1 to
               TriCo's  Form S-8  Registration  Statement  dated August 23, 1995
               (No. 33-62063)

                                      -32-
10.7*      TriCo's 2001 Stock Option Plan filed as Exhibit 4 to TriCo's Form
               S-8 Registration Statement dated July 27, 2001 (No. 33-66064)

    10.8       Employment  Agreement between TriCo and Richard Smith dated April
               20, 2004

    10.9       Tri Counties  Bank  Executive  Deferred  Compensation  Plan dated
               September  1, 1987,  as restated  April 1, 1992,  and amended and
               restated January 1, 2004

    10.10      Tri  Counties  Bank  Deferred  Compensation  Plan  for  Directors
               effective April 1, 1992, as amended and restated January 1, 2004

    10.11      2004  TriCo  Bancshares  Deferred   Compensation  Plan  effective
               January 1, 2004

    10.12      Tri Counties  Bank  Supplemental  Retirement  Plan for  Directors
               dated September 1, 1987, as restated January 1, 2001, and amended
               and restated January 1, 2004

    10.13      2004 TriCo Bancshares  Supplemental Retirement Plan for Directors
               effective January 1, 2004

    10.14      Tri  Counties  Bank   Supplemental   Executive   Retirement  Plan
               effective  September 1, 1987, as amended and restated  January 1,
               2004

    10.15      2004 TriCo  Bancshares  Supplemental  Executive  Retirement  Plan
               effective January 1, 2004

    10.16*     Form of Joint  Beneficiary  Agreement  effective  March 31,  2003
               between Tri Counties  Bank and each of George  Barstow,  Dan Bay,
               Ron Bee, Craig Carney,  Robert Elmore, Greg Gill, Richard Miller,
               Andrew Mastorakis,  Richard  O'Sullivan,  Thomas Reddish,  Jerald
               Sax,  and  Richard  Smith,  filed as  Exhibit  10.14  to  TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2003

    10.17*     Form of Joint  Beneficiary  Agreement  effective  March 31,  2003
               between Tri Counties Bank and each of Don Amaral,  William Casey,
               Craig Compton, John Hasbrook,  Michael Koehnen, Wendell Lundberg,
               Donald Murphy,  Carroll  Taresh,  and Alex  Vereshagin,  filed as
               Exhibit  10.15 to TriCo's  Quarterly  Report on Form 10-Q for the
               quarter ended September 30, 2003

    10.18*     Form of  Tri-Counties  Bank  Executive  Long Term Care  Agreement
               effective  June 10, 2003  between Tri  Counties  Bank and each of
               Craig  Carney,   Andrew  Mastorakis,   Richard  Miller,   Richard
               O'Sullivan, and Thomas Reddish, filed as Exhibit 10.16 to TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2003

    10.19*     Form of  Tri-Counties  Bank  Director  Long Term  Care  Agreement
               effective June 10, 2003 between Tri Counties Bank and each of Don
               Amaral,  William  Casey,  Craig Compton,  John Hasbrook,  Michael
               Koehnen,  Donald Murphy,  Carroll Taresh,  and Alex  Verischagin,
               filed as Exhibit 10.17 to TriCo's  Quarterly  Report on Form 10-Q
               for the quarter ended September 30, 2003

    10.20*     Form of  Indemnification  Agreement between TriCo  Bancshares/Tri
               Counties Bank and each of the  directors of TriCo  Bancshares/Tri
               Counties  Bank  effective on the date that each director is first
               elected,  filed as Exhibit 10.18 to TriCo'S Annual Report on Form
               10-K for the year ended December 31, 2003.

                                      -33-
10.21      Form of  Indemnification  Agreement between TriCo  Bancshares/Tri
               Counties Bank and each of Craig  Carney,  W.R.  Hagstrom,  Andrew
               Mastorakis, Rick Miller, Richard O'Sullivan,  Thomas Reddish, Ray
               Rios, and Richard Smith.

    11.1       Computation of earnings per share

    21.1       Tri  Counties  Bank,  a  California  banking  corporation,  TriCo
               Capital  Trust I, a Delaware  business  trust,  and TriCo Capital
               Trust II, a Delaware business trust, are the only subsidiaries of
               Registrant

    31.1       Rule 13a-14(a)/15d-14(a) Certification of CEO

    31.2       Rule 13a-14(a)/15d-14(a) Certification of CFO

    32.1       Section 1350 Certification of CEO

    32.2       Section 1350 Certification of CFO

* Previously filed and incorporated by reference.

(b) Reports on Form 8-K

     During the  quarter  ended June 30, 2004 the  Company  filed the  following
     Current Reports on Form 8-K:

              Description                               Date of Report
              ----------------------------------        ---------------------
              Quarterly results of operations           April 22, 2004
              Quarterly results of operations           July 21, 2004

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                     TRICO BANCSHARES
                                       (Registrant)

Date:  August 3, 2004                /s/ Thomas J. Reddish
                                     -----------------------------------
                                     Thomas J. Reddish
                                     Executive Vice President and
                                     Chief Financial Officer

                                      -34-
Exhibit 10.2

Form of Change of Control Agreement dated July 20, 2004,  between TriCo and each
of Craig Carney,  Gary Coelho,  W.R. Hagstrom,  Andrew Mastorakis,  Rick Miller,
Richard O'Sullivan, Thomas Reddish, and Ray Rios

                           CHANGE OF CONTROL AGREEMENT

     This  Change of  Control  Agreement  ("Agreement")  is dated as of July 20,
2004,  and is by and among TRI COUNTIES BANK, a California  banking  corporation
having  its  principal  place  of  business  at 63  Constitution  Drive,  Chico,
California 95973,  TRICO BANCSHARES,  a California  corporation  ("TriCo"),  and
_____________________, ("Employee").
     WHEREAS, Tri Counties Bank desires to retain and assure Employee's services
and loyalty  during any pending  Change of Control,  as defined  herein,  and is
willing  to  provide  severance  benefits  in  excess of its  regular  severance
benefits in such event;
     WHEREAS,  Employee  desires to continue in the employ of Tri Counties  Bank
under the terms and subject to the conditions hereinafter set forth.
     NOW, THEREFORE, the parties hereto agree as follows:
     1.   TERM OF AGREEMENT. Unless sooner terminated pursuant to the provisions
     of Section 5 hereof, the initial term of this Agreement shall be for twelve
     (12) months.  On each one-year  anniversary of this  Agreement  thereafter,
     this  Agreement  shall  automatically  renew for an additional one (1) year
     period,  unless  terminated  by either party ninety (90) days prior to such
     anniversary  date;  provided,  however this Agreement may not be terminated
     pursuant  to this  Section 1 at any time there is a pending  or  threatened
     "Change of Control" (as defined herein).
     2.   DUTIES OF  EMPLOYMENT.  Employee  hereby agrees to devote his full and
     exclusive  time and attention to the business of Tri Counties  Bank,  TriCo
     and their subsidiaries  (collectively,  "Employer"),  to faithfully perform
     the duties  assigned to him by the Board of Directors  consistent  with his
     office,  and to  conduct  himself  in such a way as shall  best  serve  the
     interests of Employer.

     3.   CHANGE OF CONTROL.

          3.1  In the event of a Change of Control of Employer  and in the event
          that,  within  ninety  days of the  Change  of  Control,  either:  (i)
          Employee's  employment is  terminated,  or (ii) Employee gives written
          notice that he wishes to invoke the  provisions  of this Section 3, or
          (iii) a substantial  and material  adverse change occurs in Employee's
          title, compensation and/or responsibilities, subject to the provisions
          of Section  3.3,  Employee  shall be entitled to receive his salary at
          the rate  then in  effect  for a period  of  twenty-four  (24)  months
          following the occurrence of the events set forth herein, as well as an
          amount equal to 200% of the annual  bonuses earned by the Employee for
          the last complete  calendar year or year of  employment,  whichever is
          greater,  paid in twenty-four  equal monthly  installments;  provided,
          however,  that the present  value of said  payments  shall not be more
          than two hundred ninety-nine percent (299%) of Employee's compensation
          as defined by Section  280G of the Internal  Revenue Code of 1954,  as
          amended. Employer shall be relieved of its obligation to make payments
          under this Section 3.1 if, at the time it is to make such payment,  it
          is insolvent,  in  conservatorship  or receivership,  is in a troubled
          condition,  is  operating  under  a  supervisory  agreement  with  any
          regulatory  agency  having  jurisdiction,  has been given a  financial
          soundness  rating  of "4" or "5," or is  subject  to a  proceeding  to
          terminate or suspend federal deposit insurance.

          3.2  For purposes of this Agreement, a "Change of Control" of Employer
          shall occur:
               (a)  upon  Employer's  knowledge that any person (as such term is
               used in Section 13(d) and 14(d)(2) of the Securities Exchange Act
               of 1934,  as amended) is or becomes  "the  beneficial  owner" (as
               defined  in  Rule  13d-3  of  the  Exchange  Act),   directly  or
               indirectly,  of shares  representing  40% or more of the combined
               voting power of the then outstanding securities of Employer; or
               (b)  upon the first  purchase  of the  common  stock of  Employer
               pursuant  to a tender or exchange  offer  (other than a tender or
               exchange offer made by Employer); or
               (c)  upon the  approval  by the  stockholders  of  Employer  of a
               merger or consolidation  (other than a merger of consolidation in
               which  Employer is the surviving  corporation  and which does not
               result in any  reclassification  or  reorganization of Employer's
               then  outstanding  securities),  a sale or  disposition of all or
               substantially  all of  the  assets  of  Employer,  or a  plan  of
               liquidation or dissolution of Employer; or
               (d)  if, during any period of two consecutive years,  individuals
               who at the  beginning  of such  period  constitute  the  Board of
               Directors of Employer cease for any reason to constitute at least
               a majority  thereof,  unless the election or  nomination  for the
               election by the stockholders of Employer of each new director was
               approved by a vote of at least  two-thirds of the directors  then
               still  in  office  who were  directors  at the  beginning  of the
               period.
3.3  Anything in this Agreement to the contrary notwithstanding, prior
          to the payment of any  compensation or benefits  payable under Section
          3.1 hereof, the certified public accountants of Employer who served as
          accountants  immediately  prior to a Change of Control (the "Certified
          Public  Accountants")  shall determine as promptly as practical and in
          any event  within  20  business  days  following  a Change of  Control
          whether any payment or  distribution by Employer to or for the benefit
          of Employee  (whether paid or payable or distributed or  distributable
          pursuant  to the  terms of this  Agreement,  any other  agreements  or
          otherwise) (a "Payment")  would more likely than not be  nondeductible
          by Employer for Federal income purposes because of section 280G of the
          Internal Revenue Code of 1986, as amended (the "Code"),  and if it is,
          then the aggregate  present value of amounts payable or  distributable
          to or for the benefit of Employee  pursuant  to this  Agreement  (such
          payments or distributions  pursuant to this Agreement are thereinafter
          referred to as "Agreement  Payments")  shall be reduced (but not below
          zero) to the Reduced  Amount.  For  purposes of this  Section 3.3, the
          "Reduced Amount" shall be an amount expressed in present value,  which
          maximizes the aggregate  present value of Agreement  Payments  without
          causing any payment to be  nondeductible  by Employer  because of said
          Section 280G of the Code.
               If under this Section the Certified Public Accountants  determine
          that any  payment  would  more  likely  than not be  nondeductible  by
          Employer because of Section 280G of the Code,  Employer shall promptly
          give  Employee  notice  to  the  effect  and a copy  of  the  detailed
          calculation  thereof and of the Reduced  Amount,  and the Employee may
          then  elect,  in his  sole  discretion,  which  and  how  much  of the
          Agreement  Payments  or any  other  payments  shall be  eliminated  or
          reduced (as long as after such election the aggregate present value of
          the  Agreement  Payments  or any other  payments  equals  the  Reduced
          Amount),  and shall  advise the  Employer  in writing of his  election
          within 20 business days of his receipt of notice.  If no such election
          is made by  Employee  within such 20-day  period,  Employer  may elect
          which and how much of the  Agreement  Payments  or any other  payments
          shall be  eliminated  or reduced (as long as after such  election  the
          aggregate  present value of the Agreement  Payments equals the Reduced
          Amount)  and shall  notify  Employee  promptly of such  election.  For
          purposes of this Section 3.3,  present  value shall be  determined  in
          accordance  with Section  280G(d)(4) of the Code.  All  determinations
          made  by the  Certified  Public  Accountants  shall  be  binding  upon
          Employer and Employee and the payment to Employee shall be made within
          20 days of a Change of Control.  Employer  may suspend for a period of
          up to 30 days  after a Change of  Control  the  Payment  and any other
          payments  or  benefits  due to  Employee  until the  Certified  Public
          Accountants finish the determination and Employee (or Employer, as the
          case may be) elects how to reduce the Agreement  Payments or any other
          payments,  if necessary.  As promptly as  practicable  following  such
          determination  and the elections  hereunder,  Employer shall pay to or
          distribute  to or for the benefit of Employee such amounts as are then
          due to Employee under this Agreement.
               As a result of the uncertainty in the application of Section 280G
          of the Code, it is possible that Agreement Payments may have been made
          by Employer, which should not have been made ("Overpayment"),  in each
          case, consistent with the calculation of the Reduced Amount hereunder.
          In the event that the  Certified  Public  Accountants,  based upon the
          assertion of a  deficiency  by the Internal  Revenue  Service  against
          Employer or Employee which said Certified Public  Accountants  believe
          has a high probability of success,  determines that an Overpayment has
          been made, any such Overpayment shall be treated for all purposes as a
          loan to Employee which Employee shall repay to Employer  together with
          interest  at the  applicable  Federal  rate  provided  for in  Section
          7872(f)(2)(A) of the Code; provided,  however, that no amount shall be
          payable by Employee  to  Employer  in and to the extent  such  payment
          would not reduce the amount which is subject to taxation under Section
          4999 of the Code. In the event that the Certified Public  Accountants,
          based upon controlling  precedent,  determine that an Underpayment has
          occurred,  any such Underpayment shall be promptly paid by Employer to
          or  for  the  benefit  of  Employee  together  with  interest  at  the
          applicable  Federal rate provided for in Section  7872(f)(2)(A) of the
          Code.

          3.4  Continuing  Obligations.  The  triggering of this Section 3 shall
          not relieve Employee or Employer of their obligations  pursuant to the
          provisions of Section 4 hereof, which contains independent  agreements
          and obligations.

     4.   COVENANT TO PROTECT TRADE SECRETS.

          4.1  The parties hereto  recognize that the services  performed and to
          be  performed by Employee are special and unique and that by reason of
          this  employment  Employee has  acquired and will  continue to acquire
          confidential  information  regarding  the  strategic  plans,  business
          plans, trade secrets, policies, finances, customers and other business
          affairs of Employer  (collectively  "Trade Secrets").  Employee hereby
          agrees not to divulge such Trade Secrets to anyone,  either during his
          employment  with Employer or for a period of three (3) years following
          the  termination of his employment.  Employee  further agrees that all
          memoranda, notes, records, reports, letters, and other documents made,
          compiled,  received,  held,  or used by  Employee  while  employed  by
          Employer  concerning  any phase of the  business of Employer  shall be
          Employer's  property and shall be delivered by Employee to Employer on
          the  termination  of his  employment,  or at any  earlier  time on the
          request of the Board of Directors.

          4.2  Employee and Employer agree that in  consideration of the payment
          of the amounts payable to Employee  hereunder,  Employee  specifically
          covenants  to  comply  with all of the  restrictions  and  obligations
          contained in this Section 4 except as otherwise  specifically provided
          for  herein.  Employee  and  Employer  further  agree  that  they have
          discussed the restrictions and obligations contained in this Section 4
          and stipulate that they are reasonable.
4.3  The agreement of Employee  regarding the provisions  contained in
          this  Section 4 shall be  enforceable  both at law and in  equity,  by
          injunction  and  otherwise;  and the rights and  remedies  of Employer
          hereunder with respect thereto shall be cumulative and not alternative
          and shall not be exhausted by any one or more uses thereof.

     5.   TERMINATION.
          This Agreement is terminable as follows:

          5.1  By  Employer,   upon  the   voluntary   retirement  or  voluntary
          resignation  of Employee,  or upon the death or permanent  physical or
          mental  disability  of  Employee.  (For  purposes  hereof,   permanent
          physical or mental  disability  shall be deemed to have  occurred when
          Employee has been unable,  with reasonable  accommodation,  to perform
          the  essential  functions  of his  job  (i)  for a  period  of six (6)
          consecutive  months or (ii) on 80% or more of the normal  working days
          during any nine (9) consecutive months.)

          5.2  By Employer,  effective  immediately upon providing Employee with
          notice of his dismissal, for "cause," which shall mean:

          1    Employee's    dishonesty,    disloyalty,    willful   misconduct,
               dereliction  of duty or conviction of a felony or other crime the
               subject matter of which is related to his duties for Employer;
          2    Employee's  commission  of an act of  fraud  or  bad  faith  upon
               Employer;
          3    Employee's willful  misappropriation  of any funds or property of
               Employer; or
          4    Employee's willful, continued and unreasonable failure to perform
               his duties or obligations under this Agreement.

          5.3  By  Employer,  upon  ninety  (90) days  prior  written  notice to
          Employee,  not for  cause  (as  defined  in  Section  5.2);  provided,
          however, this Agreement may not be terminated pursuant to this Section
          5.3 at any time there is a pending or threatened  Change of Control of
          Employer.

     6.   SCOPE OF AGREEMENT: WAIVERS AND AMENDMENTS.
          The scope of this Agreement is limited to the specific  provisions set
     forth herein and is not intended to encompass all the terms and  conditions
     of the  relationship  between Employee and Employer and any and all matters
     related  thereto.  The effects of the termination of Employee's  employment
     under   circumstances   other  than  after  a  Change  of  Control  and  as
     specifically  set forth herein shall be subject to the policies of Employer
     and any other written agreement between Employee and Employer. Neither this
     Agreement nor any term or condition hereof,  including without  limitation,
     the terms and  conditions  of this  Section,  may be waived or  modified in
     whole  or in part as  against  Employer  or  Employee,  as the case may be,
     except by written  instrument  signed by an authorized  officer of Employer
     and by  Employee,  expressly  stating  that it is  intended to operate as a
     waiver or modification  of this  Agreement,  and any such written waiver by
     either  party of a breach  of any  provision  of this  Agreement  shall not
     operate or be construed as a waiver of any subsequent breach hereof.

     7.   NOTICE.
          Any notice hereunder shall be in writing and shall be deemed effective
     five (5) days after it has been mailed,  by certified  mail, in the case of
     Employer  addressed to the address above written,  or such other address as
     Employee  knows  to be  the  then  corporate  office  of  Employer,  to the
     attention  of the  President of Employer  and, in the case of Employee,  to
     Employee's  address as  contained  in the  personnel  records of  Employer.
     Either party may from time to time, in writing by certified mail, designate
     another  address,  which shall become his or its effective  address for the
     purposes of this Section 7.

     8.   SEVERABILITY.
          If any term or provision of this Agreement or the application  thereof
     to any person,  property or circumstance  shall to any extent be invalid or
     unenforceable,  the remainder of this Agreement or the  application of such
     term or provision to persons, property or circumstances other than those as
     to which it is invalid or unenforceable, shall not be effected thereby, and
     each term  provision of this  Agreement  shall be valid and enforced to the
     fullest extent permitted by law.

     9.   NO RESTRICTIONS.
          Employee  hereby  represents  and warrants that he is not now and will
     not be subject to any agreement,  restriction, lien, encumbrance, or right,
     title or  interest  in any one of the  foregoing,  limiting  in any way the
     scope of this Agreement or in any way inconsistent with this Agreement.

     10.  NO ASSIGNMENT: BINDING EFFECT.
          This  Agreement  shall be  binding  upon and inure to the  benefit  of
     Employer,  its  successors  or  assigns.  Except  as to the  obligation  of
     Employee to render personal  services which shall be  non-assignable,  this
     Agreement  shall  be  binding  upon  and  inure  to the  heirs,  executors,
     administrators, and assigns of Employee.

     11.  ARBITRATION.
          EXCEPT AS TO ANY ACTION BROUGHT TO ENFORCE THE PROVISIONS OF SECTION 4
     ABOVE, ANY CONTROVERSY,  DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THE
     TERMINATION OF THE EMPLOYEE'S  EMPLOYMENT,  AND THE  INTERPRETATION OF THIS
     AGREEMENT,  AND  ANY AND ALL  CLAIMS  INCLUDING  ANY  STATUTORY  CLAIMS  OF
     DISCRIMINATION,   SHALL  BE  RESOLVED  BY  BINDING  ARBITRATION  UNDER  THE
     EMPLOYMENT DISPUTE RESOLUTION RULES OF THE AMERICAN ARBITRATION ASSOCIATION
     PROVISIONS OF THE FEDERAL UNIFORM ARBITRATION ACT.
The parties agree that  arbitration  shall be the  exclusive  forum to
     resolve any and all claims between the parties,  their agents and employees
     regarding the termination of employment,  or of this  Agreement,  including
     any claims of discrimination  under any state or federal statute,  wrongful
     discharge  theory,  or any other claim whether  based on specific  state or
     federal statute or common law.
          ANY CLAIM MADE UNDER THIS PROVISION MAY BE SUBMITTED IN WRITING WITHIN
     60 DAYS AFTER THE TERMINATION OF EMPLOYMENT OR THIS AGREEMENT.  THE WRITTEN
     CLAIM MUST  DETAIL THE FACTS  WHICH  SUPPORT THE CLAIM ALONG WITH ANY LEGAL
     THEORIES OR STATUS UPON WHICH THE CLAIM IS BASED.
          The parties agree to abide by any  determination  of the arbitrator as
     to which party is to be responsible  for the costs and  attorneys'  fees in
     any such proceeding. It is agreed that the arbitrator shall be empowered to
     hear all legal and equitable claims,  including claims for  discrimination.
     The arbitrator  shall be governed by the law applicable to any claims based
     upon any state or federal statute,  and will also be empowered to award any
     remedies appropriate under any such statutes.
          This provision shall survive the termination of Employee's  employment
     and this Agreement.

     12.  HEADINGS.
          The  captions  and headings  contained  herein have been  inserted for
     convenience  or  reference  only  and  shall  not  affect  the  meaning  or
     interpretation of this Agreement.

     13.  GOVERNING LAW AND CHOICE OF FORUM.
          This Agreement  shall be construed and enforced in accordance with the
     laws of the  State of  California  and  shall be  enforced  in the State or
     Federal Courts sitting in California.

                                          ----------------------------------
                                          (Employee's name)

TRICO BANCSHARES
TRI COUNTIES BANK
                                          By:
                                             -------------------------------
                                             Richard P. Smith, President and CEO
Exhibit 10.8

Employment Agreement between TriCo and Richard Smith dated April 20, 2004

                          AMENDED EMPLOYMENT AGREEMENT

     This AMENDED EMPLOYMENT AGREEMENT  ("Agreement") is entered into as of July
20, 2004 between TRICO  BANCSHARES  ("EMPLOYER"),  having its principal place of
business at 63 Constitution Drive, Chico,  California 95926 and Richard P. Smith
("Employee"),  and replaces in its entirety the Employment Agreement dated April
10, 2001, between EMPLOYER and Employee.

                                   WITNESSETH

     WHEREAS,  EMPLOYER  desires to continue to employ Employee  pursuant to the
terms of this  Agreement  and  Employee is desirous of and wishes to continue in
such employment, on the terms and conditions hereinafter set forth;

     NOW,  THEREFORE,  in  consideration  of the premises,  mutual covenants and
agreements  contained  herein,  and other good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereby
agree as follows:

     1.       EMPLOYMENT

     EMPLOYER hereby employs Employee,  and Employee hereby accepts appointment,
as President and Chief Executive Officer.  Employee shall report to and be under
the supervision of the Board of Directors of EMPLOYER and Employee hereby agrees
to devote his full and exclusive time and attention to the business of EMPLOYER,
to  faithfully  perform  the duties  assigned  to him by the Board of  Directors
consistent  with his office,  and to conduct himself in such a way as shall best
serve the interests of EMPLOYER.

     2.       TERM OF AGREEMENT

     Unless  sooner  terminated  by  EMPLOYER  or the  Employee  pursuant to the
provisions  of  Sections  4 or 6  hereof,  the  employment  provisions  of  this
Agreement  shall  terminate on the first (1st)  anniversary  of the date of this
Agreement. This Agreement shall automatically be extended for an additional year
on the first  anniversary  of this  Agreement  and each  anniversary  thereafter
unless a party notifies the other party to the contrary in writing 90 days prior
to an anniversary date; provided,  however, this Agreement may not be terminated
pursuant to this Section 2 at any time there is a pending or threatened  "Change
of Control" (as defined herein).

     3.       COMPENSATION

     For  and  in  consideration  of the  performance  by  the  Employee  of the
services,  terms,  conditions,  covenants and promises herein recited,  EMPLOYER
agrees and promises to pay to the Employee at the times and in the manner herein
stated, the following:

     3.1  Salary.  As the  compensation  for the services to be performed by the
     Employee  hereunder  during  the  employment  period,  the  Employee  shall
     receive,  as gross salary before any  withholding of whatever sort, the sum
     of $410,000.00 per year,  payable in the manner in which EMPLOYER's payroll
     is customarily  handled.  Additionally,  Employee will be eligible for such
     annual increases in salary as EMPLOYER's  Compensation Committee shall from
     time to time decide.

     3.2  Bonus/Incentive  Plan. Employee shall participate in a bonus/incentive
     plan to be agreed upon  between  Employee  and EMPLOYER and approved by the
     EMPLOYER's Compensation Committee.

     3.3  Stock Options.  Employee will be granted options  annually to purchase
     shares of TRICO BANCSHARES ("TRICO") common stock pursuant to and under the
     terms of TRICO's  stock option plans in amounts  determined  by  EMPLOYER's
     Compensation Committee.
3.4  Employee  Benefits.  In addition to the above,  EMPLOYER shall provide
     Employee with the following:

     (a)  participation  for the Employee and his dependents,  in any present or
          future  disability,  health,  dental or other insurance plan generally
          available to all employees of EMPLOYER,  such  participation  to be on
          the same basis as such other executives/employees,  except that the 90
          day waiting period for inclusion shall be waived;

      (b) participation  for the  Employee  in any  present  or future  employee
          savings plans, including, but not limited to EMPLOYER's 401(k) Savings
          Plan; Employee Stock Ownership Plan;  Executive Deferred  Compensation
          Plan; and Supplemental Executive Retirement Plan;

      (c) twenty (20) paid vacation days annually; and

      (d) a car  allowance of  $1,000.00  per month and  reimbursement  of other
          reasonable out-of-pocket expenses,  including $0.30 per mile, incurred
          by  the  Employee  in  the  performance  of the  duties  hereunder  in
          accordance with the policies of EMPLOYER.

     4.       EARLY TERMINATION OF EMPLOYMENT

     4.1  Termination  For  Cause.  EMPLOYER  may  at  any  time,  in  its  sole
     discretion,  terminate  the  employment  provisions  of this  Agreement for
     "cause,"  effective  immediately upon providing the Employee with notice of
     his dismissal.  The only occurrences which shall constitute  "cause" within
     the meaning of this paragraph shall be the following:

      (a) Employee's dishonesty,  disloyalty, willful misconduct, dereliction of
          duty or  conviction  of a felony or other crime the subject  matter of
          which is related to his duties for EMPLOYER;

      (b) the  commission  by the  Employee of an act of fraud or bad faith upon
          EMPLOYER;

      (c) the willful  misappropriation  of any funds or property of EMPLOYER by
          the Employee;

      (d) the willful,  continued  and  unreasonable  failure by the Employee to
          perform his duties or obligations under this Agreement; or

      (e) the breach of any material  provisions hereof or the engagement by the
          Employee,  without  the prior  written  approval of  EMPLOYER,  in any
          activity  which  would  violate  the  provisions  of Section 7 of this
          Agreement.

     4.2  Termination  Without  Cause.  EMPLOYER  may at any time  upon 90 days'
     written  notice given to Employee,  in its sole  discretion,  terminate the
     employment  provisions of this  Agreement  without  "cause,"  which term is
     defined in Section 4.1 hereof; provided, however, this Agreement may not be
     terminated  pursuant to this  Section 4.2 at any time there is a pending or
     threatened change of control of EMPLOYER.

     4.3  Voluntary  Termination.  The  employment  provisions of this Agreement
     shall also terminate upon:

      (a) the death or permanent physical or mental disability of the Employee;

      (b) the voluntary retirement of the Employee; or

      (c) the voluntary resignation of the Employee.

          For purposes hereof,  permanent physical or mental disability shall be
     deemed to have  occurred  when  Employee has been unable,  with  reasonable
     accommodation,  to perform  the  essential  functions  of his job (i) for a
     period of six (6)  consecutive  months or (ii) on 80% or more of the normal
     working days during any nine (9) consecutive months.
5.       RIGHTS UPON EARLY TERMINATION OF EMPLOYMENT

     5.1  Termination  Pursuant to Section 4.1 or 4.3. If Employee's  employment
     is terminated  pursuant to paragraph 4.1 or 4.3 hereof,  then EMPLOYER will
     have no  obligation  to pay any amount to the  Employee  other than amounts
     earned or accrued  pursuant to the  provisions of Section 3, but which have
     not yet been paid as of the date of the  termination  of the Employee,  and
     the  Employee  shall  have  no  further  claims  against  EMPLOYER  or  its
     subsidiaries  with  respect  to this  Agreement  (except  with  respect  to
     payments due and payable under this paragraph 5.1).

     5.2  Termination  Pursuant to Section  4.2.  If  Employee's  employment  is
     terminated pursuant to paragraph 4.2 hereof, then EMPLOYER shall pay to the
     Employee  all  amounts  earned or accrued  pursuant  to the  provisions  of
     Section  3 hereof,  but which  have not yet been paid as of the date of the
     termination  of the Employee.  In addition,  EMPLOYER  shall pay Employee a
     prorated amount of Employee's minimum guaranteed annual bonus (as set forth
     in Section 3.2)  through the date of  termination.  In  addition,  EMPLOYER
     shall pay through the then remaining term of this Agreement,  the amount of
     salary that would be payable  pursuant to paragraph  3.1 if the  Employee's
     employment had not been terminated,  at such times and in such amounts that
     would have been paid if Employee's employment had not been terminated.

     6.       CHANGE OF CONTROL

     6.1  Benefits.  In the event of a Change of Control of EMPLOYER  and in the
     event  that,  within  ninety  days of the Change of  Control,  either:  (i)
     Employee's employment is terminated,  or (ii) Employee gives written notice
     that he is  terminating  his employment and invoking the provisions of this
     Section 6, or (iii) a  substantial  and material  adverse  change occurs in
     Employee's  title,  compensation  and/or  responsibilities,  subject to the
     provisions  of  paragraph  6.3,  Employee  shall be entitled to receive his
     salary at the rate then in effect for a period of twenty  -four (24) months
     following  the  occurrence  of the events set forth  herein,  as well as an
     amount equal to 200% of the annual  bonuses  earned by the Employee for the
     last complete  calendar year or year of  employment,  whichever is greater,
     paid in twenty-four equal monthly installments; provided, however, that the
     present  value  of  said  payments  shall  not be  more  than  two  hundred
     ninety-nine percent (299%) of Employee's compensation as defined by Section
     280G of the Internal  Revenue Code of 1954, as amended.  EMPLOYER  shall be
     relieved of its  obligation to make payments  under this Section 6.1 if, at
     the time it is to make such payment, it is insolvent, in conservatorship or
     receivership,  is in a troubled condition, is operating under a supervisory
     agreement with any regulatory agency having jurisdiction,  has been given a
     financial  soundness rating of "4" or "5", or is subject to a proceeding to
     terminate or suspend federal deposit insurance.

     6.2  Defined.  For  purposes  of this  Section 6, a "Change of  Control" of
     EMPLOYER shall occur:

      (a) upon  EMPLOYER's  knowledge  that any  person (as such term is used in
          Section 13(d) and 14(d)(2) of the Securities  Exchange Act of 1934, as
          amended)  is or becomes  "the  beneficial  owner" (as  defined in Rule
          13d-3  of  the  Exchange  Act),  directly  or  indirectly,  of  shares
          representing  40% or more of the  combined  voting  power  of the then
          outstanding securities of EMPLOYER or Tri Counties Bank; or

      (b) upon the first purchase of the common stock of EMPLOYER  pursuant to a
          tender or exchange  offer (other than a tender or exchange  offer made
          by EMPLOYER); or

      (c) upon the  approval  by the  stockholders  of  EMPLOYER  of a merger or
          consolidation  (other than a merger of consolidation in which EMPLOYER
          is  the  surviving  corporation  and  which  does  not  result  in any
          reclassification  or  reorganization  of EMPLOYER's  then  outstanding
          securities),  a sale or  disposition  of all or  substantially  all of
          EMPLOYER's  assets,  or  a  plan  of  liquidation  or  dissolution  of
          EMPLOYER; or

      (d) if, during any period of two consecutive years, individuals who at the
          beginning of such period constitute the Board of Directors of EMPLOYER
          cease for any reason to constitute at least a majority thereof, unless
          the election or  nomination  for the election by the  stockholders  of
          EMPLOYER  of each  new  director  was  approved  by a vote of at least
          two-thirds of the directors then still in office who were directors at
          the beginning of the period.

     6.3  Limitations.    Anything   in   this   Agreement   to   the   contrary
     notwithstanding,  prior to the  payment  of any  compensation  or  benefits
     payable  under  Section 6.1 hereof,  the certified  public  accountants  of
     EMPLOYER who served as accountants immediately prior to a Change of Control
     (the  "Certified  Public  Accountants")  shall  determine  as  promptly  as
     practical  and in any event within 20 business  days  following a Change of
     Control  whether  any  payment or  distribution  by  EMPLOYER to or for the
     benefit  of  Employee   (whether   paid  or  payable  or   distributed   or
     distributable pursuant to the terms of this Agreement, any other agreements
     or otherwise) (a "Payment")  would more likely than not be nondeductible by
     EMPLOYER  for Federal  income tax  purposes  because of section 280G of the
     Internal Revenue Code of 1986, as amended (the "Code"),  and if it is, then
     the aggregate  present value of amounts payable or  distributable to or for
     the  benefit of  EMPLOYEE  pursuant  to this  Agreement  (such  payments or
     distributions  pursuant to this Agreement are  thereinafter  referred to as
     "Contract  Payments")  shall be reduced (but not below zero) to the Reduced
     Amount.  For purposes of this Section 6.3, the "Reduced Amount" shall be an
     amount  expressed in present value which  maximizes  the aggregate  present
     value of Contract  Payments without causing any payment to be nondeductible
     by EMPLOYER because of said Section 280G of the Code.
If under this Section the Certified Public Accountants  determine that
     any payment would more likely than not be nondeductible by EMPLOYER because
     of Section 280G of the Code,  EMPLOYER shall promptly give Employee  notice
     to that effect and a copy of the  detailed  calculation  thereof and of the
     Reduced Amount,  and the Employee may then elect,  in his sole  discretion,
     which and how much of the Contract  Payments or any other payments shall be
     eliminated or reduced (as long as after such election the aggregate present
     value of the  Contract  Payments or any other  payments  equals the Reduced
     Amount), and shall advise the EMPLOYER in writing of his election within 20
     business  days of his  receipt of notice.  If no such  election  is made by
     Employee  within such 20-day period,  EMPLOYER may elect which and how much
     of the  Contract  Payments or any other  payments  shall be  eliminated  or
     reduced (as long as after such election the aggregate  present value of the
     Contract  Payments  equals the Reduced  Amount) and shall  notify  Employee
     promptly of such election.  For purposes of this Section 6.3, present value
     shall be determined in accordance with Section  280G(d)(4) of the Code. All
     determinations  made by the Certified Public  Accountants  shall be binding
     upon EMPLOYER and Employee and the payment to Employee shall be made within
     20 days of a Change of Control.  EMPLOYER may suspend for a period of up to
     30 days after a Change of Control  the  Payment  and any other  payments or
     benefits due to Employee until the Certified Public  Accountants finish the
     determination and Employee (or EMPLOYER,  as the case may be) elects how to
     reduce the  Contract  Payments  or any other  payments,  if  necessary.  As
     promptly as  practicable  following  such  determination  and the elections
     hereunder,  EMPLOYER  shall pay to or  distribute  to or for the benefit of
     Employee such amounts as are then due to Employee under this Agreement.

          As a result of the  uncertainty in the  application of Section 280G of
     the Code,  it is  possible  that  Contract  Payments  may have been made by
     EMPLOYER  which  should not have been made  ("Overpayment"),  in each case,
     consistent  with the  calculation of the Reduced Amount  hereunder.  In the
     event that the Certified Public Accountants,  based upon the assertion of a
     deficiency by the Internal  Revenue  Service  against  EMPLOYER or Employee
     which said Certified Public  Accountants  believe has a high probability of
     success, determines that an Overpayment has been made, any such Overpayment
     shall be treated  for all  purposes as a loan to  Employee  which  Employee
     shall repay to EMPLOYER  together with interest at the  applicable  Federal
     rate provided for in Section 7872(f)(2)(A) of the Code; provided,  however,
     that no amount  shall be  payable by  Employee  to  EMPLOYER  in and to the
     extent  such  payment  would not  reduce  the  amount  which is  subject to
     taxation  under  Section 4999 of the Code.  In the event that the Certified
     Public  Accountants,  based upon controlling  precedent,  determine that an
     Underpayment has occurred,  any such Underpayment shall be promptly paid by
     EMPLOYER to or for the benefit of Employee  together  with  interest at the
     applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

     6.4  Continuing  Obligations.  The  triggering  of this Section 6 shall not
     relieve  Employee  or  EMPLOYER  of  their  obligations   pursuant  to  the
     provisions of Section 7 hereof, which contains  independent  agreements and
     obligations.

     7.       COVENANTS

     7.1  Non-disturbance with Employees. Employee hereby agrees that (a) during
     the term of his  employment  with  EMPLOYER and for a period of twelve (12)
     months following the termination of his employment, he will not directly or
     indirectly  solicit,  cause any other person to solicit or assist any other
     person with soliciting, the employment of any person who is, at the time of
     such  solicitation,  or who was  within  30 days of such  solicitation,  an
     employee of EMPLOYER  or its  subsidiaries  or  employees.  Employment  for
     purposes of this Section shall include consulting,  performing services for
     commissions   or   otherwise   performing   services   for  cash  or  other
     compensation.

     7.2  Confidential  Information.  The  parties  hereto  recognize  that  the
     services  performed  and to be performed by Employee are special and unique
     and that by  reason  of this  employment  Employee  has  acquired  and will
     continue to acquire  information  regarding the strategic  plans,  business
     plans,  policies,  finances  and  customers  and trade  secrets of EMPLOYER
     ("Confidential  Information").  Employee  hereby agrees not to divulge such
     Confidential  Information  to anyone,  either  during his  employment  with
     EMPLOYER or for a period of three (3) years  following the  termination  of
     his employment. Employee further agrees that all memoranda, notes, records,
     reports,  letters, and other documents made, compiled,  received,  held, or
     used by Employee  while  employed by EMPLOYER  concerning  any phase of the
     business of EMPLOYER shall be EMPLOYER's property and shall be delivered by
     Employee  to  EMPLOYER  on the  termination  of his  employment,  or at any
     earlier time on the request of the Board of Directors.
7.3  Non-use of Confidential  Information.  Employee hereby agrees that (a)
     during the term of his employment  with  EMPLOYER;  and (b) for a period of
     one year following the termination of his  employment,  he will not use any
     Confidential Information,  and especially information concerning EMPLOYER's
     customers  to directly or  indirectly  solicit,  cause any other  person to
     solicit or assist any other person with soliciting any customer,  depositor
     or  borrower  of EMPLOYER or its  subsidiaries  or  affiliates  to become a
     customer,  depositor  or borrower  of another  bank,  savings and loan,  or
     financial institution.

     7.4  Enforcement.  The  agreement  of  Employee  regarding  the  provisions
     contained in this Section 7 shall be enforceable both at law and in equity,
     by  injunction  and  otherwise;  and the rights and  remedies  of  EMPLOYER
     hereunder with respect  thereto shall be cumulative and not alternative and
     shall not be exhausted by any one or more uses thereof.

     8.       ENTIRE AGREEMENT: WAIVERS AND AMENDMENTS

          This  Agreement  sets forth the entire  agreement  between the parties
     with  respect  to the  terms and  conditions  of the  relationship  between
     Employee and EMPLOYER and any and all matters related thereto,  and any and
     all prior agreements with respect to any thereof,  whether oral or written,
     are  superseded  hereby.  Neither this  Agreement nor any term or condition
     hereof,  including  without  limitation,  the terms and  conditions of this
     Section,  may be waived or modified in whole or in part as against EMPLOYER
     or Employee,  as the case may be, except by written instrument signed by an
     authorized  officer of EMPLOYER and by Employee,  expressly stating that it
     is intended to operate as a waiver or modification  of this Agreement,  and
     any such  written  waiver by either  party of a breach of any  provision of
     this  Agreement  shall  not  operate  or be  construed  as a waiver  of any
     subsequent breach hereof.

     9.       NOTICE

          Any notices,  consents or other  communication  required to be sent or
     given hereunder by any of the parties shall in every case be in writing and
     shall be deemed  properly served if (a) delivered  personally,  (b) sent by
     registered  or certified  mail,  in all such cases with first class postage
     prepaid,  return  receipt  requested,  or  (c)  delivered  by a  recognized
     overnight courier service, if to EMPLOYER at the address of its main office
     to the attention of its President and, if to Employee,  at his last address
     on the personnel  records of EMPLOYER or at such other  addresses as may be
     furnished by a party in writing according to the provisions of this Section
     9, except that either party may from time to time,  in writing by certified
     mail,  designate  another address which shall  thereupon  become his or its
     effective address for the purposes of this Section 9.

     10.      SEVERABILITY

          If any term or provision of this Agreement or the application  thereof
     to any person,  property or circumstance  shall to any extent be invalid or
     unenforceable,  the remainder of this Agreement or the  application of such
     term or provision to persons, property or circumstances other than those as
     to which it is invalid or unenforceable, shall not be effected thereby, and
     each term  provision of this  Agreement  shall be valid and enforced to the
     fullest extent permitted by law.

     11.      NO RESTRICTIONS

          Employee  hereby  represents  and warrants that he is not now and will
     not be subject to any agreement,  restriction, lien, encumbrance, or right,
     title or  interest  in any one of the  foregoing,  limiting  in any way the
     scope of this Agreement or in any way inconsistent with this Agreement.

     12.      NO ASSIGNMENT: BINDING EFFECT

          This  Agreement  shall be  binding  upon and inure to the  benefit  of
     EMPLOYER,  its  successors  or  assigns.  Except  as to the  obligation  of
     Employee to render personal  services which shall be  non-assignable,  this
     Agreement  shall  be  binding  upon  and  inure  to the  heirs,  executors,
     administrators, and assigns of Employee.

     13.      ARBITRATION

          EXCEPT AS TO ANY ACTION BROUGHT TO ENFORCE THE PROVISIONS OF SECTION 7
     ABOVE, ANY CONTROVERSY,  DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THE
     TERMINATION OF THE EMPLOYEE'S  EMPLOYMENT,  AND THE  INTERPRETATION OF THIS
     AGREEMENT,  AND  ANY AND ALL  CLAIMS  INCLUDING  ANY  STATUTORY  CLAIMS  OF
     DISCRIMINATION,   SHALL  BE  RESOLVED  BY  BINDING  ARBITRATION  UNDER  THE
     EMPLOYMENT DISPUTE RESOLUTION RULES OF THE AMERICAN ARBITRATION ASSOCIATION
     PROVISIONS OF THE FEDERAL UNIFORM ARBITRATION ACT.
The parties agree that  arbitration  shall be the  exclusive  forum to
     resolve any and all claims between the parties,  their agents and employees
     regarding the termination of employment,  or of this  Agreement,  including
     any claims of discrimination  under any state or federal statute,  wrongful
     discharge  theory,  or any other claim whether  based on specific  state or
     federal statute or common law.

          ANY CLAIM MADE UNDER THIS PROVISION MAY BE SUBMITTED IN WRITING WITHIN
     60 DAYS AFTER THE TERMINATION OF EMPLOYMENT OR THIS AGREEMENT.  THE WRITTEN
     CLAIM MUST  DETAIL THE FACTS  WHICH  SUPPORT THE CLAIM ALONG WITH ANY LEGAL
     THEORIES OR STATUS UPON WHICH THE CLAIM IS BASED.

          The parties agree to abide by any  determination  of the arbitrator as
     to which party is to be responsible  for the costs and  attorneys'  fees in
     any such proceeding. It is agreed that the arbitrator shall be empowered to
     hear all legal and equitable claims,  including claims for  discrimination.
     The arbitrator  shall be governed by the law applicable to any claims based
     upon any state or federal statute,  and will also be empowered to award any
     remedies appropriate under any such statues.

          This provision shall survive the termination of Employee's  employment
     and this Agreement.

     14.      HEADINGS

          The  captions  and headings  contained  herein have been  inserted for
     convenience  or  reference  only  and  shall  not  affect  the  meaning  or
     interpretation of this Agreement.

     15.      GOVERNING LAW AND CHOICE OF FORUM

          This Agreement  shall be construed and enforced in accordance with the
     laws of the  State of  California  and  shall be  enforced  in the State or
     Federal Courts sitting in California.

                                          EMPLOYEE

                                          ----------------------------------
                                          Richard P. Smith

ATTEST:

---------------------------------------
Thomas J. Reddish, Vice President & CFO

                                                     TRICO BANCSHARES

                                          By:
                                             -------------------------------
                                             William J. Casey
                                             Chairman of the Board

ATTEST:

---------------------------------------
Thomas J. Reddish, Vice President & CFO
Exhibit 10.9

Tri Counties Bank Executive Deferred  Compensation Plan dated September 1, 1987,
as restated April 1, 1992, and amended and restated January 1, 2004

                                TRI COUNTIES BANK

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                           EFFECTIVE SEPTEMBER 1, 1987
                                       AND
                             RESTATED APRIL 1, 1992
                                       AND
                                 JANUARY 1, 2004

                   Amended and Restated as of January 1, 2004

                          Restated as of April 1, 1992

                           Effective September 1, 1987
TABLE OF CONTENTS
                                                                    PAGE
ARTICLE I--PURPOSE                                                    5
ARTICLE II--DEFINITIONS                                               5
2.1 Actuarial Equivalent                                              5
2.2 Account                                                           5
2.3 Beneficiary                                                       5
2.4 Board                                                             5
2.5 Change in Control                                                 6
2.6 Committee                                                         6
2.7 Compensation                                                      6
2.8 Deferral Commitment                                               6
2.9 Deferral Period                                                   6
2.10 Determination Date                                               7
2.11 Disability                                                       7
2.12 Distribution Election                                            7
2.13 Elective Deferred Compensation                                   7
2.14 Employer                                                         7
2.15 Financial Hardship                                               7
2.16 Interest Rate                                                    7
2.17 Participant                                                      7
2.18 Plan Benefit                                                     7
2.19 Qualified Plans                                                  8

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS                   8
3.1 Eligibility and Participation                                     8
3.2 Form of Deferral; Minimum Deferral                                8
3.3 Limitation on Deferral                                            8
3.4 Modification of Deferral Commitment                               9
3.5 Change in Employment Status                                       9
3.6 Involuntary Termination                                           9

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT                             9
4.1 Accounts                                                          9
4.2 Elective Deferred Compensation                                    9
4.3 Employer Discretionary Contributions                             10
4.4 Qualified Plan Make-Up Credit                                    10
4.5 Interest                                                         10
4.6 Determination of Accounts                                        10
4.7 Vesting of Accounts                                              10
4.8 Disability                                                       10
4.9 Statement of Accounts                                            11

                                      -2-
TABLE OF CONTENTS
                                                                    PAGE

ARTICLE V--PLAN BENEFITS                                             11
5.1 Plan Benefit                                                     11
5.2 Death Benefit                                                    11
5.3 Hardship Distributions                                           11
5.4 Accelerated Distribution                                         11
5.5 Form of Benefit Payment                                          11
5.6 Withholding; Payroll Taxes                                       12
5.7 Commencement of Payments                                         12
5.8 Payment to Guardian                                              12

ARTICLE VI--BENEFICIARY DESIGNATION                                  12
6.1 Beneficiary Designation                                          12
6.2 Amendments                                                       12
6.3 No Beneficiary Designation                                       12
6.4 Effect of Payment                                                13

ARTICLE VII--ADMINISTRATION                                          13
7.1 Committee; Duties                                                13
7.2 Agents                                                           13
7.3 Binding Effect of Decisions                                      13
7.4 Indemnity of Committee                                           13

ARTICLE VIII--CLAIMS PROCEDURE                                       13
8.1 Claim                                                            13
8.2 Denial of Claim                                                  13
8.3 Review of Claim                                                  14
8.4 Final Decision                                                   14

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN                        14
9.1 Amendment                                                        14
9.2 Employer's Right to Terminate                                    14

ARTICLE X--MISCELLANEOUS                                             15
10.1 Unfunded Plan                                                   15
10.2 Unsecured General Creditor                                      15
10.3 Trust Fund                                                      15
10.4 Nonassignability                                                15
10.5 Not a Contract of Employment                                    16
10.6 Protective Provisions                                           16
10.7 Terms                                                           16
10.8 Captions                                                        16
10.9 Governing Law                                                   16
10.10 Validity                                                       16

                                      -3-
TABLE OF CONTENTS
                                                                    PAGE

10.11 Notice                                                         16
10.12 Successors                                                     17

EXHIBIT 1:  Deferral Commitment Agreement                            18
EXHIBIT 2:  Distribution Election                                    19
EXHIBIT 3:  Beneficiary Designation                                  20

                                      -4-
TRI COUNTIES BANK

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                   RESTATED APRIL 1, 1992 AND JANUARY 1, 2004

This restatement of the Tri Counties Bank Executive Deferred  Compensation Plan,
effective January 1, 2004 applies only to those Participants in the Plan who are
actively  employed by the TriCo  Bancshares or its affiliates or subsidiaries as
of this date.  Any  retired  Participant  in this Plan will  continue to receive
benefits pursuant to the terms of the Plan as restated on April 1, 1992.

ARTICLE I--PURPOSE

     The purpose of this Executive Deferred Compensation Plan (the "Plan") is to
provide current tax planning  opportunities  as well as  supplemental  funds for
retirement  or death for  selected  employees of TriCo  Bancshares  ("Bank") and
subsidiaries  or  affiliates  thereof.  It is intended that the Plan will aid in
retaining and attracting employees of exceptional ability by providing them with
these benefits. This Plan will be effective as of September 1, 1987.

ARTICLE II--DEFINITIONS

     For the purposes of this Plan, the following  terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

2.1        Actuarial Equivalent

     "Actuarial  Equivalent"  means equivalence in value between two (2) or more
forms and/or times of payment based on a  determination  by an actuary chosen by
the Bank, using sound actuarial assumptions at the time of such determination.

2.2        Account

     "Account"  means the Account as  maintained  by the Employer in  accordance
with Article IV with respect to any  deferral of  Compensation  pursuant to this
Plan.  A  Participant's  Account  shall be  utilized  solely as a device for the
determination  and  measurement  of the  amounts  to be paid to the  Participant
pursuant to the Plan. A Participant's Account shall not constitute or be treated
as a trust fund of any kind.

2.3        Beneficiary

     "Beneficiary" means the person,  person or entity entitled under Article VI
to receive any Plan benefits payable after a Participant's death.

2.4        Board

     "Board" means the Board of Directors of the Employer.

                                      -5-
2.5        Change in Control

     A "Change in Control" shall occur:

     (a)  Upon TriCo Bancshares' knowledge that any person (as such term is used
     in Sections 13(d) and 14(d)(2) of the  Securities  Exchange Act of 1934, as
     amended) is or becomes "the beneficial  owner" (as defined in Rule 13(d)(3)
     of the Exchange Act),  directly or indirectly,  of TriCo Bancshares' shares
     representing  forty percent  (40%) or more of the combined  voting power of
     the then outstanding securities; or

     (b)  Upon the  first  purchase  of the  Common  Stock  of TriCo  Bancshares
     pursuant  to a tender or  exchange  offer  (other than a tender or exchange
     offer made by TriCo Bancshares); or

     (c)  Upon the approval by the  stockholders of TriCo Bancshares of a merger
     or  consolidation  (other  than a merger or  consolidation  in which  TriCo
     Bancshares  is the surviving  corporation  and which does not result in any
     reclassification  or  reorganization  of TriCo Bancshares' then outstanding
     securities),  a sale or  disposition of all or  substantially  all of TriCo
     Bancshares'  assets  or a plan  of  liquidation  or  dissolution  of  TriCo
     Bancshares; or

     (d)  If, during any period of two (2) consecutive years, individuals who at
     the  beginning  of such period  constitute  the Board of Directors of TriCo
     Bancshares cease for any reason to constitute at least a majority  thereof,
     unless the election or nomination for the election by the  stockholders  of
     TriCo  Bancshares  of each new  director was approved by a vote of at least
     two-thirds  (2/3) of the directors  then still in office who were directors
     at the beginning of the period.

2.6        Committee

     "Committee means the  Compensation  and benefits  Committee of the Board of
Directors of TriCo Bancshares.

2.7        Compensation

     "Compensation"  means the salary and bonuses payable to Participant  during
the calendar year and  considered  to be "wages" for purposes of federal  income
tax  withholding,  before  reduction  for  amounts  deferred  under  this  Plan.
Compensation  does not  include  expense  reimbursements,  any  form of  noncash
compensation or benefits.

2.8        Deferral Commitment

     "Deferral  Commitment"  means an election to defer  Compensation  made by a
Participant pursuant to Article III and for which a separate Deferral Commitment
Agreement has been submitted by the Participant to the Committee.

2.9        Deferral Period

     "Deferral  Period" means the period over which a Participant has elected to
defer a portion  of his  Compensation.  Each  calendar  year shall be a separate
Deferral Period,  provided that the Deferral Period may be modified  pursuant to
paragraph 3.4 or 3.5.

                                      -6-
2.10      Determination Date

     "Determination Date" means the last day of each calendar month.

2.11      Disability

     "Disability"  means a physical or mental condition which, in the opinion of
the Committee,  permanently prevents an employee from satisfactorily  performing
employee's usual duties for Employer.  The Committee's decision as to Disability
will be based upon medical  reports  and/or other evidence  satisfactory  to the
Committee.  In no event  shall a  Disability  be deemed to occur or to  continue
after a Participant's Normal Retirement Date.

2.12      Distribution Election

     The term "Distribution Election" shall mean the form of distribution of the
Account  selected  by the  Participant  on  most  recent  Distribution  Election
provided  such  Distribution  Election has been made at least one full  calendar
year prior to the date of the Participant's first Plan Distribution.

2.13      Elective Deferred Compensation

     The amount of Compensation that a Participant elects to defer pursuant to a
Deferral Commitment.

2.14      Employer

     "Employer" means TriCo Bancshares, Tri Counties Bank, and any affiliated or
subsidiary  corporation  designated  by the  Board  of TriCo  Bancshares  or any
successors to the business thereof.

2.15      Financial Hardship

     "Financial  Hardship"  means an immediate and heavy  financial  need of the
Participant, determined by the Committee on the basis of information supplied by
the  Participant  in accordance  with the standards set forth in the  applicable
treasury  regulations  promulgated  under Section 401(k) of the Internal Revenue
Code,  or such other  standards as are,  from time to time,  established  by the
Committee.

2.16      Interest Rate

     "Interest  Rate" means,  with respect to any  calendar  month,  the monthly
equivalent of three (3)  percentage  points greater than the annual yield of the
Moody's Average  Corporate Bond Yield Index for the preceding  calendar month as
published by Moody's Investor  Service,  Inc. (or any successor  thereto) or, if
such index is no longer published, a substantially similar index selected by the
Board.

2.17       Participant

     "Participant" means any individual who is participating or has participated
in this Plan as provided in Article III.

2.18     Plan Benefit

     "Plan Benefit" means the benefit  payable to a Participant as calculated in
Article V.

                                      -7-
2.19        Qualified Plans

     "Qualified  Plans" means the TriCo  Bancshares  Employee  Stock Option Plan
and/or the Profit  Sharing Plan of the Tri Counties Bank and/or any successor of
either Plan.

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1         Eligibility and Participation

     (a)  Eligibility.  Eligibility  to participate in the Plan shall be limited
     to those key  employees of the Employer  who are  designated,  from time to
     time,  by the  Board of  TriCo  Bancshares  and who  have  not  made  prior
     deferrals to the Plan in excess of $250,000.

     (b)  Participation.  An eligible  employee may elect to  participate in the
     Plan  with  respect  to  any  Deferral  Period  by  submitting  a  Deferral
     Commitment  Agreement to the  Committee by December 1 of the calendar  year
     immediately preceding the Deferral Period.

     (c)  Part-Year  Participation.  In the event that an employee first becomes
     eligible to participate  during a Deferral  Period,  a Deferral  Commitment
     Agreement must be submitted to the Committee no later than thirty (30) days
     following  notification of the employee of eligibility to participate,  and
     such Deferral  Commitment  Agreement shall be effective only with regard to
     Compensation  earned or payable  following  the  submission of the Deferral
     Commitment Agreement to the Committee.

3.2        Form of Deferral; Minimum Deferral

     (a)  Deferral   Commitment.   A  Participant  may  elect  in  the  Deferral
     Commitment  Agreement  to defer any  portion  of his  Compensation  for the
     calendar year following the calendar year in which the Deferral  Commitment
     Agreement is submitted.  The amount to be deferred shall be stated and must
     not be less than two thousand  four  hundred  dollars  ($2,400)  during the
     Deferral Period.

     (b)  Participants Entering After January 1. In the event an employee enters
     this Plan at any time other than January 1 of any calendar  year, he or she
     must defer at least two hundred  dollars  ($200) times the number of months
     remaining in the Deferral Period.

3.3       Limitation on Deferral

     A  Participant   may  defer  up  to  one  hundred  percent  (100%)  of  the
Participant's Compensation subject to a limitation of two hundred fifty thousand
dollars ($250,000) in cumulative deferred  compensation.  However, the Committee
may impose a different  maximum deferral amount or increase the minimum deferral
amount under  paragraph  3.2 from time to time by giving  written  notice to all
Participants,  provided,  however,  that no such  changes  may affect a Deferral
Commitment made prior to the Committee's action.

                                      -8-
3.4        Modification of Deferral Commitment

     Deferral  Commitment  shall be  irrevocable  except that the  Committee may
permit a Participant to reduce the amount to be deferred, or waive the remainder
of the Deferral  Commitment  upon a finding that the  Participant has suffered a
Financial Hardship.

3.5         Change in Employment Status

     If the Board determines that a Participant's  employment  performance is no
longer at a level that deserves reward through  participation  in this Plan, but
does not terminate the Participant's  employment with the Employer,  no Deferral
Commitments  may be made by such  Participant  after the date  designated by the
Board of TriCo Bancshares.

3.6        Involuntary Termination

If a Participant is terminated  for any reason  identified in (a) (b) (c) or (d)
below, the Participant shall be paid all  contributions  made to the Plan by the
Participant.  The  Plan  Administrator  shall  retain  the  sole  discretion  to
determine whether the interest on such contributions will be forfeited.

     (a)  Gross negligence or gross neglect

     (b)  The  commission of a felony,  misdemeanor,  or any other act involving
          moral  turpitude,  fraud, or dishonesty  which has a material  adverse
          impact on the Bank.

     (c)  The willful and  intentional  disclosure,  without  authority,  of any
          secret or  confidential  information  concerning  the Bank which has a
          material adverse impact on the Bank.

     (d)  The willful and  intentional  violation of the rules or regulations of
          any regulatory agency or government authority having jurisdiction over
          the Bank, which has a material adverse impact on the Bank

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1       Accounts

     For record  keeping  purposes only, an Account shall be maintained for each
Participant. Separate subaccounts shall be maintained to the extent necessary to
properly reflect the  Participant's  total vested Account  balance.  The initial
Account  balance shall be equal to the Account  balance as of September 1, 1987,
of any prior or preexisting Deferral arrangement. The Committee shall inform the
Participant in writing of such arrangement's  account balance as of September 1,
1987.

4.2         Elective Deferred Compensation

     A Participant's  Elective  Deferred  Compensation  shall be credited to the
Participant's   Account  as  the  corresponding   nondeferred   portion  of  the
Compensation  becomes or would have become payable.  Any withholding of taxes or
other amounts with respect to deferred  Compensation  that is required by state,
federal  or local  law  shall be  withheld  from the  Participant's  nondeferred
Compensation  to the maximum extent possible with any excess being withheld from
the Participant's Account.

                                      -9-
4.3        Employer Discretionary Contributions

     Employer may make  Discretionary  Contributions to Participants'  Accounts.
Discretionary  Contributions shall be credited at such times and in such amounts
as the  Board  in  its  sole  discretion  shall  determine.  The  amount  of the
Discretionary  Contributions shall be evidenced in a special Deferral Commitment
Agreement approved by the Board.

4.4       Qualified Plan Make-Up Credit

     The Employer shall credit to each Participant's  Account on the last day of
each  year  the  difference  between:

     (a)  The amount which would have been contributed to the Qualified Plans if
     no deferrals had been made under this Plan; and

     (b)  The  amounts  actually  contributed  to the  Qualified  Plans for such
     Participant.

4.5       Interest

     Beginning  September 1, 1987, the Accounts  shall be credited  monthly with
interest  earned based on the Interest Rate specified in Section 2.16.  Interest
earned shall be calculated as of each  Determination Date based upon the average
daily balance of the Account since the preceding Determination Date and shall be
credited to the Participant's Account at that time.

4.6        Determination of Accounts

     Each  Participant's  Account as of each Determination Date shall consist of
the  balance  of  the  Participant's  Account  as of the  immediately  preceding
Determination  Date,  plus  the  Participant's  Elective  Deferred  Compensation
credited,  any Employer  Discretionary  Contributions and Qualified Plan Make-Up
Credits and any  interest  earned,  minus the amount of any  distributions  made
since the immediately preceding Determination Date.

4.7       Vesting of Accounts

     Each  Participant   shall  be  vested  in  the  amounts  credited  to  such
Participant's Account and earnings thereon as follows:

     (a)  Amounts  Deferred.  A Participant  shall be one hundred percent (100%)
     vested at all times in the amount of  Compensation  elected to be  deferred
     under this Plan and  Interest  thereon,  except as provided  for in Section
     3.7.

     (b)  Employer   Discretionary    Contributions.    Employer   Discretionary
     Contributions  and  Interest  thereon  shall be  vested as set forth in the
     special Deferral Commitment, except as provided for in Section 3.7.

     (c)  Qualified Plan Make-Up  Credits.  Qualified  Plan Make-Up  Credits and
     Interest  thereon shall be vested to the same extent that amounts  received
     from the  underlying  qualified  plan are vested  except as provided for in
     Section 3.7.

4.8        Disability

     If a  Participant  suffers  a  Disability  during a  Deferral  Period,  the
Employer will contribute all scheduled  deferrals to the  Participant's  Account
for the remainder of the Deferral Period.

                                      -10-
4.9       Statement of Accounts

     The  Committee  shall submit to each  Participant,  within thirty (30) days
after the close of each  calendar  year and at such other time as  determined by
the  Committee,  a  statement  setting  forth the  balance  to the credit of the
Account maintained for a Participant.

ARTICLE V--PLAN BENEFITS

5.1       Plan Benefit

     If a Participant terminates employment for any reason other than death, the
Employer  shall  pay a Plan  Benefit  equal  to the  Participant's  Account,  as
determined in accordance with Article V.

5.2       Death Benefit

     Upon  the  death  of  a   Participant,   the  Employer  shall  pay  to  the
Participant's Beneficiary an amount determined as follows:

     (a)  If the  Participant  dies after  termination  of  employment  with the
     Employer,  the remaining unpaid balance of the Participant's Account, shall
     be paid in the  same  form  that  payments  were  being  made  prior to the
     Participant's death.

     (b)  If the  Participant  dies prior to termination of employment  with the
     Employer, the amount payable shall be the Participant's Account balance.

5.3        Hardship Distributions

     Upon a finding that a Participant  has suffered a Financial  Hardship,  the
Committee may, in its sole discretion, make distributions from the Participant's
Account prior to the time  specified for payment of benefits under the Plan. The
amount of such distribution shall be limited to the amount reasonably  necessary
to meet the Participant's requirements during the Financial Hardship.

5.4      Accelerated Distribution

     Notwithstanding any other provision of the Plan, at any time after a Change
in Control or at any time following  termination  of  Employment,  a Participant
shall be entitled to receive, upon written request to the Committee,  a lump sum
distribution  equal to ninety percent (90%) of the vested Account  balance as of
the  Determination  Date  immediately  preceding the date on which the Committee
receives the written  request.  The remaining  balance shall be forfeited by the
Participant.  The amount  payable under this section shall be paid in a lump sum
within sixty-five (65) days following the receipt of the notice by the Committee
from the Participant.

5.5       Form of Benefit Payment

     All  Plan  Benefits  other  than  Hardship  Withdrawals  or  Plan  Benefits
attributable to Deferral  Commitments  after September 1, 1987, shall be paid in
the form of the Basic Benefit provided below, unless the Committee,  in its sole
discretion,  selects an alternative  form. Any form requested by the Participant
or a Beneficiary shall be considered by the Committee, but shall not be binding.
Plan Benefits with respect to Deferral  Periods before  September 1, 1987, shall
be paid in the form  selected  by the  Participant  in the  Deferral  Commitment
submitted  for such  Deferral  Periods.  The basic and  alternative  methods  of
payment are as follows:

                                      -11-
(a)  A single sum amount which is equal to the Account  balance  payable no
     later than December 31, 2008 as specified on the Distribution Election.

     (b)  A partial  distribution  which is equal to the amount specified on the
     Distribution  Election  with the  balance  transferred  to the  2004  TriCo
     Bancshares Deferred Compensation Plan. (c) Transfer of the Account in whole
     to the 2004 TriCo Bancshares Deferred Compensation Plan.

5.6       Withholding; Payroll Taxes

     The Employer shall withhold from payments made hereunder any taxes required
to be withheld from such payments under federal,  state or local law. However, a
Beneficiary may elect not to have withholding for federal income tax pursuant to
Section 3405(a)(2) of Internal Revenue Code, or any successor provision thereto.

5.7         Commencement of Payments

     Payment  shall  commence  on the day  selected  by the  Participant  in the
Deferral  Commitment,  at the  discretion of the  Committee,  but not later than
sixty (60) days after the end of the month in which the  Participant  terminates
employment  with the Employer,  or service on the Board.  All payments  shall be
made as of the first day of the month.

5.8       Payment to Guardian

     If a Plan benefit is payable to a minor or a person declared incompetent or
to a person incapable of handling the disposition of his property, the Committee
may direct payment of such Plan Benefit to the guardian, legal representative or
person  having the care and custody of such minor,  incompetent  or person.  The
Committee  may  require   proof  of   incompetency,   minority,   incapacity  or
guardianship  as it may  deem  appropriate  prior  to  distribution  of the Plan
benefit.  Such  distribution  shall completely  discharge the Committee from all
liability with respect to the benefit.

ARTICLE VI--BENEFICIARY DESIGNATION

6.1        Beneficiary Designation

     Each Participant shall have the right, at any time, to designate any person
or  persons  as his  Beneficiary  or  Beneficiaries  (both  primary  as  well as
secondary)  to whom  benefits  under  this  Plan  shall be paid in the  event of
Participant's death prior to complete distribution of the benefits due under the
Plan. Each  beneficiary  designation  shall be in written form prescribed by the
Committee and will be effective  only when filed with the  Committee  during the
Participant's lifetime.

6.2        Amendments

     Any  Beneficiary  designation  may be changed by a Participant  without the
consent  of any  designated  Beneficiary  by  the  filing  of a new  Beneficiary
Designation with the Committee. The filing of a new Beneficiary Designation form
will cancel all Beneficiary  Designations  previously  filed. If a Participant's
Compensation is community property,  any Beneficiary  designation shall be valid
or effective only as permitted under applicable law.

6.3        No Beneficiary Designation

     In  the  absence  of  an  effective  Beneficiary  designation,  or  if  all
designated  Beneficiaries  predecease  the  Participant or die prior to complete
distribution of the Participant's  benefits,  then the Participant's  designated
Beneficiary shall be deemed to be the Participant's estate.

                                      -12-
6.4        Effect of Payment

     The payment to the deemed Beneficiary shall completely discharge Employer's
obligations under this Plan.

ARTICLE VII--ADMINISTRATION

7.1        Committee; Duties

     This Plan shall be  administered  by the Committee,  which shall consist of
not less than three (3) persons  appointed  by the  Chairman  of the Board.  Any
member of the Committee may be removed at any time by the Board.  Any member may
resign by delivering his written resignation to the Board. Upon the existence of
any vacancy,  the Board may appoint a successor.  The  Committee  shall have the
authority  to make,  amend,  interpret,  and enforce all  appropriate  rules and
regulations  for the  administration  of this Plan and decide or resolve any and
all questions including interpretations of this Plan, as may arise in connection
with the Plan.  A majority of the members of the  Committee  shall  constitute a
quorum for the transaction of business. A majority vote of the Committee members
constituting  a quorum shall control any decision.  Members of the Committee may
be Participants under this Plan.

7.2      Agents

     The Committee  may, from time to time,  employ other agents and delegate to
them  such  administrative  duties  as it sees  fit,  and may from  time to time
consult with counsel who may be counsel to the Employer.

7.3        Binding Effect of Decisions

     The decision or action of the Committee in respect of any question  arising
out of or in connection with the administration, interpretation, and application
of the Plan and the rules and regulations  promulgated  hereunder shall be final
and conclusive and binding upon all persons having any interest in the Plan.

7.4        Indemnity of Committee

     The Employer shall indemnify and hold harmless the members of the Committee
against any and all claims, loss, damage, expense, or liability arising from any
action or failure to act with respect to this Plan,  except in the case of gross
negligence or willful misconduct.

ARTICLE VIII - CLAIMS PROCEDURE

8.1       Claim

     Any person claiming a benefit, requesting an interpretation or ruling under
the Plan, or requesting  information under the Plan shall present the request in
writing to the  Committee,  which shall  respond in writing  within  thirty (30)
days.

8.2       Denial of Claim

     If the claim or request  is  denied,  the  written  notice of denial  shall
state:

     (a)  The reasons for denial, with specific reference to the Plan provisions
     on which the denial is based.

     (b)  A description of any additional  material or information  required and
     an explanation of why it is necessary.

     (c)  An explanation of the Plan's claim review procedure.

                                      -13-
8.3         Review of Claim

     Any  person  whose  claim or  request  is denied or who has not  received a
response  within thirty (30) days may request  review by notice given in writing
to the  Committee.  The claim or request  shall be reviewed by the Committee who
may, but shall not be required to, grant the claimant a hearing.  On review, the
claimant may have representation, examine pertinent documents, and submit issues
and comments in writing.

8.4        Final Decision

     The decision on review shall normally be made within sixty (60) days. If an
extension  of time is required for a hearing or other  specified  circumstances,
the claimant  shall be notified  and the time limit shall be one hundred  twenty
(120) days. The decision shall be in writing and shall state the reasons and the
relevant  plan  provisions.  All decisions on review shall be final and bind all
parties concerned.

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN

9.1        Amendment

     The  Board may at any time  amend  the Plan in whole or in part,  provided,
however, that no amendment shall be effective to decrease or restrict the amount
accrued to the date of Amendment  in any Account or to change the Interest  Rate
credited to amounts  already held in an Account under the Plan. Upon a change in
the Interest  Rate,  thirty (30) days' advance  written notice shall be given to
each  Participant  and any deferral after the effective date of the change shall
be held in a separate  Account  which  shall be credited  with the new  Interest
Rate.

9.2       Employer's Right to Terminate

     The Board may at any time partially or completely terminate the Plan if, in
its judgment,  the tax,  accounting,  or other effects of the continuance of the
Plan, or potential payments thereunder would not be in the best interests of the
Employer.

     (a)  Partial  Termination.  The Board may  partially  terminate the Plan by
     instructing   the   Committee  not  to  accept  any   additional   Deferral
     Commitments.  In the event of such a Partial  Termination,  the Plan  shall
     continue to operate and be  effective  with regard to Deferral  Commitments
     entered into prior to the effective date of such Partial Termination.

     (b)  Complete  Termination.  The Board may completely terminate the Plan by
     instructing   the   Committee  not  to  accept  any   additional   Deferral
     Commitments,  and by terminating all ongoing Deferral  Commitments.  In the
     event of  Complete  Termination,  the Plan shall  cease to operate  and the
     Employer  shall  pay  out to  each  Participant  their  Account  as if that
     Participant had terminated service as of the effective date of the Complete
     Termination.  Payments shall be made in equal annual  installments over the
     period listed below, based on the Account balance:

     Appropriate Account Balance                            Payout Period
     Less than $10,000                                         1 Year
     $10,000 but less than $50,000                             3 Years
     More than $50,000                                         5 Years

     Interest earned on the unpaid balance in each  Participant's  Account shall
be the interest Rate in effect on the Determination  Date immediately  preceding
the effective date of the Complete Termination.

                                      -14-
ARTICLE X--MISCELLANEOUS

10.1       Unfunded Plan

     This Plan is  intended  to be an  unfunded  plan  maintained  primarily  to
provide  deferred  compensation  benefits for a select group of  "management  or
highly-compensated employees" within the meaning of Sections 201, 301 and 401 of
the Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),  and
therefore  to be exempt from the  provisions  of Parts 2, 3, and 4 of Title I of
ERISA.  Accordingly,  the Plan shall  terminate  and no further  benefits  shall
accrue  hereunder  in  the  event  it is  determined  by a  court  of  competent
jurisdiction  or by an opinion of counsel that the Plan  constitutes an employee
pension benefit plan within the meaning of Section 3(2) of ERISA which is not so
exempt.  In the event of a  termination  under this  Section  10.1,  all ongoing
Deferral Commitments shall terminate, no additional Deferral Commitments will be
accepted by the Committee,  and the amount of each Participant's  vested Account
balance shall be distributed to such Participant at such time and in such manner
as the Committee, in its sole discretion, determines.

10.2      Unsecured General Creditor

     In  the   event  of   Employer's   insolvency,   Participants   and   their
Beneficiaries,  heirs, successors,  and assigns shall have no legal or equitable
rights, interest or claims in any property or assets of Employer, nor shall they
be  Beneficiaries  of,  or have any  rights,  claims  or  interests  in any life
insurance  policies,  annuity contracts or the proceeds therefrom owned or which
may be acquired by Employer. In that event, any and all of Employer's assets and
policies shall be, and remain, the general,  un-pledged,  unrestricted assets of
Employer.  Employer's obligation under the Plan shall be that of an unfunded and
unsecured promise of Employer to pay money in the future.

10.3      Trust Fund

     The Employer shall be responsible for the payment of all benefits  provided
under the Plan.  At its  discretion,  the Employer may establish one (1) or more
trusts,  with such  trustees  as the  Board  may  approve,  for the  purpose  of
providing  for  the  payment  of such  benefits.  Such  trust  or  trust  may be
irrevocable,  but the  assets  thereof  shall be  subject  to the  claims of the
Employer's  creditors.  To the extent any benefits  provided  under the Plan are
actually paid from any such trust, the Employer shall have no further obligation
with respect thereto,  but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Employer.

10.4        Nonassignability

     Neither a Participant nor any other person shall have any right to commute,
sell, assign,  transfer,  pledge,  anticipate,  mortgage or otherwise  encumber,
transfer,  hypothecate  or convey in advance of actual  receipt the amounts,  if
any, payable hereunder,  or any part thereof, which are, and all rights to which
are, expressly declared to be unassignable and  nontransferable.  No part of the
amounts  payable  shall,  prior to actual  payment,  be  subject  to  seizure or
sequestration  for the  payment of any  debts,  judgments,  alimony or  separate
maintenance  owed by a Participant or any other person,  nor be  transferable by
operation  of  law  in the  event  of a  Participant's  or  any  other  person's
bankruptcy or insolvency.

                                      -15-
10.5        Not a Contract of Employment

     The terms and  conditions  of this Plan shall not be deemed to constitute a
contract  of  employment  between  the  Employer  and the  Participant,  and the
Participant  (or his  Beneficiary)  shall have no rights  against  the  Employer
except as may otherwise be specifically  provided herein.  Moreover,  nothing in
this Plan shall be deemed to give a Participant  the right to be retained in the
service  of the  Employer  or to  interfere  with the right of the  Employer  to
discipline or discharge him at any time.

10.6      Protective Provisions

     A Participant  will  cooperate  with the Employer by furnishing any and all
information  requested by the Employer,  in order to  facilitate  the payment of
benefits hereunder, and by taking such physical examinations as the Employer may
deem  necessary  and  taking  such  other  actions  as may be  requested  by the
Employer.

10.7       Terms

     Whenever any words are used herein the  masculine,  they shall be construed
as though they were used in the feminine in all cases where they would so apply;
and wherever  any words are used herein in the  singular or in the plural,  they
shall be  construed as though they were used in the plural or the  singular,  as
the case may be, in all cases where they would so apply.

10.8       Captions

     The captions of the articles, sections, and paragraphs of this Plan are for
convenience  only and shall not control or affect the meaning or construction of
any of its provisions.

10.9      Governing Law

     The provisions of this Plan shall be construed,  interpreted,  and governed
in all respects in accordance with applicable federal law and, to the extent not
preempted  by such  federal  law,  in  accordance  with the laws of the State of
California.

10.10    Validity

     In case any provision of this Plan shall be held illegal or invalid for any
reason,  said  illegality  or invalidity  shall not affect the  remaining  parts
hereof,  but this Plan shall be  construed  and  enforced as if such illegal and
invalid provision had never been inserted herein.

10.11      Notice

     Any notice or filing  required or  permitted  to be given to the  Committee
under the Plan shall be sufficient if in writing and hand delivered,  or sent by
registered or certified mail, to any member of the Committee or the Secretary of
the  Employer.  Such notice shall be deemed given as of the date of delivery or,
if such  delivery is made by mail,  as of the date shown on the  postmark on the
receipt for registration or certification.

                                      -16-
10.12       Successors

     The  provisions  of this Plan  shall  bind and inure to the  benefit of the
Employer and its  successors  and assigns.  The term  successors  as used herein
shall include any  corporate or other  business  entity which shall,  whether by
merger, consolidation, purchase or otherwise acquire all or substantially all of
the  business  and  assets  of  TriCo  Bancshares,  and  successors  of any such
corporation or other business entity.

This Amendment is made and effective as of January 1, 2004.

TRI COUNTIES BANK and TRICO BANCSHARES

By:  /s/ Willam J. Casey                        By:  /s/ Wendell J. Lundberg
   -------------------------------------           -----------------------------
          William Casey, Chairman                            Secretary

                                      -17-
EXHIBIT 1

Deferral Commitment Agreement
The 1987 Tri Counties Bank Executive Deferred Compensation Plan
(as restated January 1, 2004)
Deferral Election
--------------------------------------------------------------------------------

----------------------------------                   ----------------------
Name (Last, First, Middle Initial)                   Social Security Number

I acknowledge  that I have been offered an  opportunity  to  participate  in the
Deferred  Compensation  Plan (the "Plan").  I will  participate  in the Plan and
irrevocably authorize the Bank to make the appropriate deductions,  as indicated
on this  Agreement  from my  compensation.  Capitalized  terms in this Agreement
shall  have the same  meanings  as defined in the Tri  Counties  Bank  Executive
Deferred Compensation Plan as restated January 1, 2004).

                                DEFERRAL ELECTION

                    I elect to participate in the Plan as follows:

Salary              I elect to defer (complete one blank only) $______  or_____%
                    of my Salary earned in _______ (insert year).

Bonus               I elect to defer  $_____ or  _____%  of my Bonus,  earned in
                    _______ (insert year), not to exceed $________.

Commissions         I elect to defer $ _____ or _____% of my Commissions, earned
                    in _______ (insert year), not to exceed $________.

No Participation    I elect to not participate in the _______ (insert year) Plan
                    Year ___________.

ACKNOWLEDGED AND ACCEPTED:

------------------------------------             -------------------------------
Participant Signature         Date               Print Name

-------------------------------------            -------------------------------
Signature of Bank Officer     Date               Print Name

                                      -18-
EXHIBIT 2

Distribution Election
The 1987 Tri Counties Bank Executive Deferred Compensation Plan
(as restated January 1, 2004)
Distribution Election

Pursuant to the Provisions of the Plan (as restated  effective January 1, 2004),
I  hereby  elect  to  have  the  balance  in my  Deferred  Compensation  Account
(brokerage account) paid to me as designated below:

               In Lump sum on  __________  (insert  date),  which  shall not be
------         earlier  than one year after the date of this  election nor later
               December 31, 2008, or sixty (60) days following termination of my
               service as an Employee of the Bank, whichever occurs first.

               As a Partial  Distribution  on __________  (insert  date),  which
------         shall  not be  earlier  than  one  year  after  the  date of this
               election nor later than  December  31,  2008,  or sixty (60) days
               following  terminatin  of my service as an  Employee of the Bank,
               whichever  occurs first. The balance should be transferred to the
               2004  Tri  Counties   Bank   Deferred   Compensation   Plan  with
               distribution pursuant to my Distribution Election for that Plan.

               As a full transfer to the Tri Counties Bank Deferred Compensation
------         Plan with distribution  pursuant to my Distribution  Election for
               that Plan on  __________  (insert  date) which shall not be later
               than December 31, 2008, or sixty (60) days following  termination
               of my service as an Employee of the Bank, whichever occurs first.

Signed:                          ;  Print Name
       --------------------------             --------------------

Dated:                ,
      ----------------

                                      -19-
EXHIBIT 3

Beneficiary Designation Form
The 1987 Tri Counties Bank Executive Deferred Compensation Plan

I.       PRIMARY DESIGNATION
         (You may  refer  to the  beneficiary designation information  prior  to
         completion of this form.)

A.       Person(s) as a Primary Designation:
         (Please indicate the percentage for each beneficiary.)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

B.       Estate as a Primary Designation:

My Primary  Beneficiary is The Estate of
                                          --------------------------------------
as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Primary Designation:

Name of the Trust:
                    ------------------------------------------------------------
Execution Date of the Trust:       /       /
                             -----   -----   ---------
Name of the Trustee:
                     -----------------------------------------------------------

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each
beneficiary):
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

Is this an Irrevocable Life Insurance Trust?           Yes              No
                                              --------         --------
(If yes and this designation is for a Split Dollar  agreement,  an Assignment of
Rights form should be completed.)

                                      -20-
II.     SECONDARY (CONTINGENT) DESIGNATION

A.       Person(s) as a Secondary (Contingent)Designation:
         (Please indicate the percentage for each beneficiary.)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

B.       Estate as a Secondary (Contingent) Designation:

My Secondary Beneficiary is The Estate of
                                          --------------------------------------
as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Secondary (Contingent) Designation:

Name of the Trust:
                    ------------------------------------------------------------
Execution Date of the Trust:       /       /
                             -----   -----   ---------
Name of the Trustee:
                     -----------------------------------------------------------

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each

beneficiary):
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

All sums payable under this Agreement by reason of my death shall be paid to the
Primary  Beneficiary(ies),  if  he  or  she  survives  me,  and  if  no  Primary
Beneficiary(ies)   shall  survive  me,  then  to  the   Secondary   (Contingent)
Beneficiary(ies).  This  beneficiary  designation is valid until the participant
notifies the bank in writing.

---------------------------------------                   ----------------------
Participant Signature                                              Date

                                      -21-
Exhibit 10.10

Tri Counties Bank Deferred  Compensation  Plan for Directors  effective April 1,
1992, and amended and restated January 1, 2004

                              AMENDED AND RESTATED
                                TRI COUNTIES BANK
                    DEFERRED COMPENSATION PLAN FOR DIRECTORS

                             Effective April 1, 1992

                             Amended January 1, 2004
TABLE OF CONTENTS

                                                                    PAGE

ARTICLE I--PURPOSE                                                    5

ARTICLE II--DEFINITIONS                                               5

2.1 Actuarial Equivalent                                              5
2.2 Account                                                           5
2.3 Beneficiary                                                       5
2.4 Board                                                             5
2.5 Change in Control                                                 5
2.6 Committee                                                         6
2.7 Compensation                                                      6
2.8 Deferral Commitment                                               6
2.9 Deferral Period                                                   6
2.10 Determination Date                                               6
2.11 Disability                                                       7
2.12 Distribution Election                                            7
2.13 Elective Deferred Compensation                                   7
2.14 Financial Hardship                                               7
2.15 Interest Rate                                                    7
2.16 Participant                                                      7
2.17 Plan Benefit                                                     7

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS                   8
3.1 Eligibility and Participation                                     8
3.2 Form of Deferral; Minimum Deferral                                8
3.3 Limitation on Deferral                                            8
3.4 Modification of Deferral Commitment                               8
3.5 Involuntary Removal                                               8

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT                             9

4.1 Accounts                                                          9
4.2 Elective Deferred Compensation                                    9
4.3 Employer Discretionary Contributions                              9
4.4 Interest                                                          9
4.5 Determination of Accounts                                         9
4.6 Vesting of Accounts                                              10
4.7 Statement of Accounts                                            10

                                      -2-
TABLE OF CONTENTS

                                                                    PAGE

ARTICLE V--PLAN BENEFITS                                             10

     5.1 Plan Benefit                                                10
     5.2 Death Benefit                                               10
     5.3 Hardship Distributions                                      11
     5.4 Accelerated Distribution                                    11
     5.5 Form of Benefit Payment                                     11
     5.6 Withholding; Payroll Taxes                                  11
     5.7 Commencement of Payments                                    11
     5.8 Full Payment of Benefits                                    11
     5.9 Payment to Guardian                                         11

ARTICLE VI--BENEFICIARY DESIGNATION                                  12

     6.1 Beneficiary Designation                                     12
     6.2 Amendments                                                  12
     6.3 No Beneficiary Designation                                  12
     6.4 Effect of Payment                                           12

ARTICLE VII--ADMINISTRATION                                          12

     7.1 Committee; Duties                                           12
     7.2 Agents                                                      12
     7.3 Binding Effect of Decisions                                 13
     7.4 Indemnity of Committee                                      13

ARTICLE VIII--CLAIMS PROCEDURE                                       13

     8.1 Claim                                                       13
     8.2 Denial of Claim                                             13
     8.3 Review of Claim                                             13
     8.4 Final Decision                                              13

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN                        14

     9.1 Amendment                                                   14
     9.2 Employer's Right to Terminate                               14

                                      -3-
TABLE OF CONTENTS

                                                                    PAGE

ARTICLE X--MISCELLANEOUS                                             14

10.1 Unfunded Plan                                                   14
10.2 Unsecured General Creditor                                      15
10.3 Trust Fund                                                      15
10.4 Nonassignability                                                15
10.5 Not a Contract of Employment                                    15
10.6 Protective Provisions                                           15
10.7 Terms                                                           16
10.8 Captions                                                        16
10.9 Governing Law                                                   16
10.10 Validity                                                       16
10.11 Notice                                                         16
10.12 Successors                                                     16

EXHIBIT 1: Deferral Commitment Agreement                             18
EXHIBIT 2. Distribution Election                                     19
EXHIBIT 3:  Beneficiary Designation Form                             20

                                      -4-
TRI COUNTIES BANK

                    DEFERRED COMPENSATION PLAN FOR DIRECTORS

This  restatement  of the Tri  Counties  Bank  Deferred  Compensation  Plan  for
Directors,  effective January 1, 2004 applies only to those  Participants in the
Plan  who  serve  as  Directors  of  TriCo   Bancshares  or  its  affiliates  or
subsidiaries as of this date. Any retired Participant in this Plan will continue
to  receive  benefits  pursuant  to the terms of the Plan as adopted on April 1,
1992.

ARTICLE I--PURPOSE

The  purpose of this Deferred Compensation Plan for Directors (the "Plan") is to
     provide current tax planning  opportunities  as well as supplemental  funds
     for retirement or death for directors of TriCo Bancshares  ("Bank").  It is
     intended  that the Plan will aid in retaining and  attracting  directors of
     exceptional  ability by providing them with these benefits.  This Plan will
     be effective as of April 1, 1992.

ARTICLE II--DEFINITIONS

     For the purposes of this Plan, the following  terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

2.1       Actuarial Equivalent

     "Actuarial  Equivalent"  means equivalence in value between two (2) or more
forms and/or times of payment based on a  determination  by an actuary chosen by
the Bank, using sound actuarial assumptions at the time of such determination.

2.2       Account

     "Account"  means the Account as  maintained  by the Employer in  accordance
with Article IV with respect to any  deferral of  Compensation  pursuant to this
Plan.  A  Participant's  Account  shall be  utilized  solely as a device for the
determination  and  measurement  of the  amounts  to be paid to the  Participant
pursuant to the Plan. A Participant's Account shall not constitute or be treated
as a trust fund of any kind.

2.3       Beneficiary

"Beneficiary" means the person,  persons or entity  entitled under Article VI to
     receive any Plan benefits payable after a Participant's death.

2.4      Board

"Board" means the Board of Directors of the Employer.

2.5      Change in Control

          A "Change in Control" shall occur:

     (a)  Upon TriCo Bancshares' knowledge that any person (as such term is used
     in Sections 13(d) and 14(d) (2) of the Securities  Exchange Act of 1934, as
     amended) is or becomes "the beneficial  owner" (as defined in Rule 13d-3 of
     the Exchange Act),  directly or  indirectly,  of TriCo  Bancshares'  shares
     representing  forty percent  (40%) or more of the combined  voting power of
     the then outstanding securities; or

                                      -5-
(b)  Upon the  first  purchase  of the  Common  Stock  of TriCo  Bancshares
     pursuant  to a tender or  exchange  offer  (other than a tender or exchange
     offer made by TriCo Bancshares); or

     (c)  Upon the approval by the  stockholders of TriCo Bancshares of a merger
     or  con-solidation  (other  than a merger or  consolidation  in which TriCo
     Bancshares  is the surviving  corporation  and which does not result in any
     reclassification  or  reorganization  of TriCo Bancshares' then outstanding
     securities),  a sale or  disposition of all or  substantially  all of TriCo
     Bancshares'  assets  or a plan  of  liquidation  or  dissolution  of  TriCo
     Bancshares; or

     (d)  If, during any period of two (2) consecutive years, individuals who at
     the  begin-ning of such period  constitute  the Board of Directors of TriCo
     Bancshares cease for any reason to constitute at least a majority  thereof,
     unless the election or nomination for the election by the  stockholders  of
     TriCo  Bancshares  of each new  director was approved by a vote of at least
     two-thirds  (2/3) of the directors  then still in office who were directors
     at the beginning of the period.

2.6       Committee

     "Committee"  means the Compensation and Benefits  Committee of the Board of
Directors of TriCo Bancshares.

2.7       Compensation

     "Compensation" means the retainer,  meeting and Committee chairmanship fees
paid to  Participant  by the Employer  during the calendar  year with respect to
duties  performed  as a member of the Board  before  reduction  for any  amounts
deferred   pursuant  to  this  Plan.   Compensation  does  not  include  expense
reimbursements, any form of noncash compensation or benefits.

2.8       Deferral Commitment

     "Deferral  Commitment"  means an election to defer  Compensation  made by a
Participant pursuant to Article III and for which a separate Deferral Commitment
Agreement has been submitted by the Participant to the Committee.

2.9       Deferral Period

     "Deferral  Period" means the period over which a Participant has elected to
defer a portion  of his  Compensation.  Each  calendar  year shall be a separate
Deferral Period,  provided that the Deferral Period may be modified  pursuant to
paragraph 3.4.

2.10     Determination Date

     "Determination Date" means the last day of each calendar month.

                                      -6-
2.11        Disability

     "Disability"  means a physical or mental condition which, in the opinion of
the Committee,  permanently prevents the Director from satisfactorily performing
the  Director's  usual  duties  for the Bank.  The  Committee's  decision  as to
Disability will be based upon medical reports and/or other evidence satisfactory
to the  Committee.  In no event  shall a  Disability  be  deemed  to occur or to
continue after a Participant's Normal Retirement Date.

2.12     Distribution Election

     The term "Distribution Election" shall mean the form of distribution of the
Account  selected  by the  Participant  on  most  recent  Distribution  Election
provided  such  Distribution  Election has been made at least one full  calendar
year prior to the date of the Participant's first Plan Distribution.

2.13        Elective Deferred Compensation

     The amount of Compensation that a Participant elects to defer pursuant to a
Deferral Commitment.

2.14        Financial Hardship

     "Financial  Hardship"  means an immediate and heavy  financial  need of the
Participant, determined by the Committee on the basis of information supplied by
the  Participant  in accordance  with the standards set forth in the  applicable
treasury  regulations  promulgated  under Section 401(k) of the Internal Revenue
Code,  or such other  standards as are,  from time to time,  established  by the
Committee.

2.15        Interest Rate

     "Interest  Rate" means,  with respect to any  calendar  month,  the monthly
equivalent of three (3)  percentage  points greater than the annual yield of the
Moody's Average  Corporate Bond Yield Index for the preceding  calendar month as
published by Moody's Investor  Service,  Inc. (or any successor  thereto) or, if
such index is no longer published, a substantially similar index selected by the
Board.

2.16        Participant

     "Participant" means any individual who is participating or has participated
in this Plan as provided in Article III.

2.17      Plan Benefit

     "Plan Benefit" means the benefit  payable to a Participant as calculated in
Article V.

                                      -7-
ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1       Eligibility and Participation

     (a)  Eligibility.  Eligibility  to participate in the Plan shall be limited
     to directors of the Employer.

     (b)  Participation.  A director may elect to  participate  in the Plan with
     respect  to  any  Deferral  Period  by  submitting  a  Deferral  Commitment
     Agreement to the Committee by December 1 of the calendar  year  immediately
     preceding the Deferral Period.

     (c)  Part-Year  Participation.  In the event that a director  first becomes
     eligible to participate  during a Deferral  Period,  a Deferral  Commitment
     Agreement must be submitted to the Committee no later than thirty (30) days
     following  notification of the director of eligibility to participate,  and
     such Agreement shall be effective only with regard to  Compensation  earned
     or payable following the submission of the Agreement to the Committee.

3.2       Form of Deferral; Minimum Deferral

     (a)  Deferral   Commitment.   A  Participant  may  elect  in  the  Deferral
     Commitment  Agreement  to defer any  portion  of his  Compensation  for the
     calendar  year  following  the  calendar  year in which  the  Agreement  is
     submitted.  The amount to be deferred  shall be stated as a percentage  and
     must not be less than two thousand four hundred dollars ($2,400) during the
     Deferral Period.

     (b)  Participants  Entering After January 1. In the event a director enters
     this Plan at any time other than January 1 of any calendar  year, he or she
     must defer at least two hundred  dollars  ($200) times the number of months
     remaining in the Deferral Period.

3.3       Limitation on Deferral

     A  Participant   may  defer  up  to  one  hundred  percent  (100%)  of  the
Participant's  Compensation  subject to a limitation  of $250,000 in  cumulative
deferred  compensation.  However,  the Committee may impose a different  maximum
deferral amount or increase the minimum deferral amount under paragraph 3.2 from
time to time by giving written notice to all  Participants,  provided,  however,
that no such  changes  may  affect  a  Deferral  Commitment  made  prior  to the
Committee's action.

3.4       Modification of Deferral Commitment

     Deferral  Commitment  shall be  irrevocable  except that the  Committee may
permit a Participant to reduce the amount to be deferred, or waive the remainder
of the Deferral  Commitment  upon a finding that the  Participant has suffered a
Financial Hardship.

3.5      Involuntary Removal

     If a  Participant's  service  is  terminated  as a member  of the  Board of
Directors  of TriCo  Bancshares  or an affiliate  or  subsidiary  for any reason
identified  in (a) (b) (c) or (d)  below,  the  Participant  shall  be paid  all
contributions made to the Plan by the Participant.  The Plan Administrator shall
retain  the  sole   discretion  to  determine   whether  the  interest  on  such
contributions will be forfeited.

     (e)  Gross negligence or gross neglect

     (f)  The  commission of a felony,  misdemeanor,  or any other act involving
     moral  turpitude,  fraud, or dishonesty which has a material adverse impact
     on the Bank.

                                      -8-
(g)  The willful and  intentional  disclosure,  without  authority,  of any
     secret or confidential information concerning the Bank which has a material
     adverse impact on the Bank.

     (h)  The willful and  intentional  violation of the rules or regulations of
     any regulatory agency or government  authority having jurisdiction over the
     Bank, which has a material adverse impact on the Bank

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1       Accounts

     For record  keeping  purposes only, an Account shall be maintained for each
Participant.  For each Participant the initial Account balance shall be equal to
the Account balance,  if any,  immediately  preceding the effective date of this
Plan,  under the Tri Counties Bank Deferred  Compensation  Plan for Directors as
restated January 1, 2004.

4.2       Elective Deferred Compensation

     A Participant's  Elective  Deferred  Compensation  shall be credited to the
Participant's   Account  as  the  corresponding   nondeferred   portion  of  the
Compensation  becomes or would have become payable.  Any withholding of taxes or
other amounts with respect to deferred  Compensation  that is required by state,
federal  or local  law  shall be  withheld  from the  Participant's  nondeferred
Compensation  to the maximum extent possible with any excess being withheld from
the Participant's Account.

4.3       Employer Discretionary Contributions

     Employer may make  Discretionary  Contributions to Participants'  Accounts.
Discretionary  Contributions shall be credited at such times and in such amounts
as the  Board  in  its  sole  discretion  shall  determine.  The  amount  of the
Discretionary  Contributions shall be evidenced in a special Deferral Commitment
Agreement approved by the Board.

4.4       Interest

     Beginning  April 1, 1992,  the  Accounts  shall be  credited  monthly  with
interest  earned based on the Interest Rate specified in Section 2.15.  Interest
earned shall be calculated as of each  Determination Date based upon the average
daily balance of the Account since the preceding Determination Date and shall be
credited to the Participant's Account at that time.

4.5       Determination of Accounts

     Each  Participant's  Account as of each Determination Date shall consist of
the  balance  of  the  Participant's  Account  as of the  immediately  preceding
Determination  Date,  plus  the  Participant's  Elective  Deferred  Compensation
credited and any Employer  Discretionary  Contributions and any interest earned,
minus the  amount of any  distributions  made  since the  immediately  preceding
Determination Date.

                                      -9-
4.6       Vesting of Accounts

     Each  Participant   shall  be  vested  in  the  amounts  credited  to  such
Participant's Account and earnings thereon as follows:

     (a)  Amounts  Deferred.  A Participant  shall be one hundred percent (100%)
     vested at all times in the amount of  Compensation  elected to be  deferred
     under this Plan and  Interest  thereon,  except as provided  for in Section
     3.5.

     (b)  Employer   Discretionary    Contributions.    Employer   Discretionary
     Contributions  and  Interest  thereon  shall be  vested as set forth in the
     special Deferral  Commitment  Agreement,  except as provided for in Section
     3.5.

4.7       Statement of Accounts

     The  Committee  shall submit to each  Participant,  within thirty (30) days
after the close of each  calendar  year and at such other time as  determined by
the  Committee,  a  statement  setting  forth the  balance  to the credit of the
Account maintained for a Participant.

ARTICLE V--PLAN BENEFITS

5.1       Plan Benefit

     If a Participant terminates service on the Board, for any reason other than
death, the Employer shall pay a Plan Benefit equal to the Participant's Account,
as determined in accordance with Article IV.

5.2       Death Benefit

     Upon  the  death  of  a   Participant,   the  Employer  shall  pay  to  the
Participant's Beneficiary an amount determined as follows:

     (a)  If  the  Participant  dies  after  termination  of  service  with  the
     Employer,  the remaining unpaid balance of the Participant's Account, shall
     be paid in the  same  form  that  payments  were  being  made  prior to the
     Participant's death.

     (b)  If the  Participant  dies prior to  termination  of  service  with the
     Employer, the amount payable shall be the Participant's Account balance.

                                      -10-
5.3       Hardship Distributions

     Upon a finding that a Participant  has suffered a Financial  Hardship,  the
Committee may, in its sole discretion, make distributions from the Participant's
Account prior to the time  specified for payment of benefits under the Plan. The
amount of such distribution shall be limited to the amount reasonably  necessary
to meet the Participant's requirements during the Financial Hardship.

5.4       Accelerated Distribution

     Notwithstanding any other provision of the Plan, at any time after a Change
in  Control or at any time  following  termination  of  service on the Board,  a
Participant shall be entitled to receive, upon written request to the Committee,
a lump sum  distribution  equal to ninety  percent  (90%) of the vested  Account
balance as of the Determination Date.

5.5       Form of Benefit Payment

All Plan Benefits other than Hardship or Plan Benefits  attributable to Deferral
Commitments  after April 1, 1992, shall be paid in the form of the Basic Benefit
provided  below,  unless  the  Committee,  in its sole  discretion,  selects  an
alternative  form. Any form requested by the Participant or a Beneficiary  shall
be considered  by the  Committee,  but shall not be binding.  Plan Benefits with
respect to  Deferral  Periods  before  April 1, 1992,  shall be paid in the form
selected by the  Participant  in the  Distribution  Election  submitted for such
Deferral Periods. The basic and alternative methods of payment are as follows:

     (a)  A single sum amount which is equal to the Account  balance  payable no
     later than December 31, 2008 as specified on the Distribution Election.

     (b)  A partial  distribution  which is equal to the amount specified on the
     Distribution Election with the balance transferred to the 2004 Tri Counties
     Bank Deferred Compensation Plan.

     (c)  Transfer  of the  Account  in  whole to the  2004  Tri  Counties  Bank
     Deferred Compensation Plan.

5.6       Withholding Payroll Taxes

     The Employer shall withhold from payments made hereunder any taxes required
to be withheld from such payments under federal,  state or local law. However, a
Beneficiary may elect not to have withholding for federal income tax pursuant to
Section 3405(a)(2) of Internal Revenue Code, or any successor provision thereto.

5.7       Commencement of Payments

     Payment  shall  commence  on the day  selected  by the  Participant  in the
Distribution  Election,  at the discretion of the Committee,  but not later than
sixty (60) days after the end of the month in which the  Participant  terminates
employment  with the Employer,  or service on the Board.  All payments  shall be
made as of the first day of the month.

5.8       Full Payment of Benefits

     Notwithstanding  any other  provision of this Plan,  all benefits  shall be
paid no later than  December 31, 2008 or  termination  of service,  whichever is
later.

5.9       Payment to Guardian

     If a Plan benefit is payable to a minor or a person declared incompetent or
to a person incapable of handling the disposition of his property, the Committee
may direct payment of such Plan Benefit to the guardian, legal representative or
person  having the care and custody of such minor,  incompetent  or person.  The
Committee  may  require   proof  of   incompetency,   minority,   incapacity  or
guardianship  as it may  deem  appropriate  prior  to  distribution  of the Plan
benefit.  Such  distribution  shall completely  discharge the Committee from all
liability with respect to the benefit.

                                      -11-
ARTICLE VI--BENEFICIARY DESIGNATION

6.1       Beneficiary Designation

     Each Participant shall have the right, at any time, to designate any person
or  persons  as his  Beneficiary  or  Beneficiaries  (both  primary  as  well as
secondary)  to whom  benefits  under  this  Plan  shall be paid in the  event of
Participant's death prior to complete distribution of the benefits due under the
Plan. Each  beneficiary  designation  shall be in written form prescribed by the
Committee and will be effective  only when filed with the  Committee  during the
Participant's lifetime.

6.2       Amendments

     Any  Beneficiary  designation  may be changed by a Participant  without the
consent  of any  designated  Beneficiary  by  the  filing  of a new  Beneficiary
Designation with the Committee. The filing of a new Beneficiary Designation form
will cancel all Beneficiary  Designations  previously  filed. If a Participant's
Compensation is community property,  any Beneficiary  designation shall be valid
or effective only as permitted under applicable law.

6.3       No Beneficiary Designation

     In  the  absence  of  an  effective  Beneficiary  designation,  or  if  all
designated  Beneficiaries  predecease  the  Participant or die prior to complete
distribution of the Participant's  benefits,  then the Participant's  designated
Beneficiary shall be deemed to be the Participant's estate.

  6.4       Effect of Payment

     The payment to the deemed Beneficiary shall completely discharge Employer's
obligations under this Plan.

ARTICLE VII--ADMINISTRATION

  7.1       Committee; Duties

     This Plan shall be  administered  by the Committee,  which shall consist of
not less than three (3) persons  appointed  by the  Chairman  of the Board.  Any
member of the Committee may be removed at any time by the Board.  Any member may
resign by delivering his written resignation to the Board. Upon the existence of
any vacancy,  the Board may appoint a successor.  The  Committee  shall have the
authority  to make,  amend,  interpret,  and enforce all  appropriate  rules and
regulations  for the  administration  of this Plan and decide or resolve any and
all questions including interpretations of this Plan, as may arise in connection
with the Plan.  A majority of the members of the  Committee  shall  constitute a
quorum for the transaction of business. A majority vote of the Committee members
constituting  a quorum shall control any decision.  Members of the Committee may
be Participants under this Plan.

7.2       Agents

     The Committee  may, from time to time,  employ other agents and delegate to
them  such  administrative  duties  as it sees  fit,  and may from  time to time
consult with counsel who may be counsel to the Employer.

                                      -12-
7.3       Binding Effect of Decisions

     The decision or action of the Committee in respect of any question  arising
out of or in connection with the administration, interpretation, and application
of the Plan and the rules and regulations  promulgated  hereunder shall be final
and conclusive and binding upon all persons having any interest in the Plan.

7.4       Indemnity of Committee

     The Employer shall indemnify and hold harmless the members of the Committee
against any and all claims, loss, damage, expense, or liability arising from any
action or failure to act with respect to this Plan,  except in the case of gross
negligence or willful misconduct.

ARTICLE VIII--CLA1MS PROCEDURE

8.1       Claim

     Any person claiming a benefit, requesting an interpretation or ruling under
the Plan, or requesting  information under the Plan shall present the request in
writing to the  Committee,  which shall  respond in writing  within  thirty (30)
days.

8.2               Denial of Claim

            If the claim or request is denied, the written notice of denial
shall state:

     (a)  The reasons for denial, with specific reference to the Plan provisions
     on which the denial is based.

     (b)  A description of any additional  material or information  required and
     an explanation of why it is necessary.

     (c)  An explanation of the Plan's claim review procedure.

8.3        Review of Claim

     Any  person  whose  claim or  request  is denied or who has not  received a
response  within thirty (30) days may request  review by notice given in writing
to the  Committee.  The claim or request  shall be reviewed by the Committee who
may, but shall not be required to, grant the claimant a hearing.  On review, the
claimant may have representation, examine pertinent documents, and submit issues
and comments in writing.

8.4          Final Decision

     The decision on review shall normally be made within sixty (60) days. If an
extension  of time is required for a hearing or other  specified  circumstances,
the claimant  shall be notified  and the time limit shall be one hundred  twenty
(120) days. The decision shall be in writing and shall state the reasons and the
relevant  plan  provisions.  All decisions on review shall be final and bind all
parties concerned.

                                      -13-
ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN

9.1       Amendment

     The  Board may at any time  amend  the Plan in whole or in part,  provided,
however, that no amendment shall be effective to decrease or restrict the amount
accrued to the date of Amendment  in any Account or to change the Interest  Rate
credited to amounts  already held in an Account under the Plan. Upon a change in
the Interest  Rate,  thirty (30) days' advance  written notice shall be given to
each  Participant  and any deferral after the effective date of the change shall
be held in a separate  Account  which  shall be credited  with the new  Interest
Rate.

9.2       Bank's Right to Terminate

     The Board may at any time partially or completely terminate the Plan if, in
its judgment,  the tax,  accounting,  or other effects of the continuance of the
Plan, or potential payments thereunder would not be in the best interests of the
Employer.

     (a)  Partial  Termination.  The Board may  partially  terminate the Plan by
     instructing   the   Committee  not  to  accept  any   additional   Deferral
     Commitments.  In the event of such a Partial  Termination,  the Plan  shall
     continue to operate and be  effective  with regard to Deferral  Commitments
     entered into prior to the effective date of such Partial Termination.

     (b)  Complete  Termination.  The Board may completely terminate the Plan by
     instructing   the   Committee  not  to  accept  any   additional   Deferral
     Commitments,  and by terminating all ongoing Deferral  Commitments.  In the
     event of  Complete  Termination,  the Plan shall  cease to operate  and the
     Employer  shall  pay  out to  each  Participant  their  Account  as if that
     Participant had terminated service as of the effective date of the Complete
     Termination.  Payments shall be made in equal annual  installments over the
     period listed below, based on the Account balance:

     Appropriate Account Balance                            Payout Period
--------------------------------------------------------------------------------
     Less than $10,000                                         1 Year
     $10,000 put less than $50,000                             3 Years
     More than $50,000                                         5 Years
--------------------------------------------------------------------------------

     Interest earned on the unpaid balance in each  Participant's  Account shall
be the Interest Rate in effect on the Determination  Date immediately  preceding
the effective date of the Complete Termination.

ARTICLE X--MISCELLANEOUS

10.1      Unfunded Plan

     This Plan is  intended  to be an  unfunded  plan  maintained  primarily  to
provide  deferred  compensation  benefits for a select group of  "management  or
highly-compensated employees" within the meaning of Sections 201, 301 and 401 of
the Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),  and
therefore  to be exempt from the  provisions  of Parts 2, 3, and 4 of Title I of
ERISA.  Accordingly,  the Plan shall  terminate  and no further  benefits  shall
accrue  hereunder  in  the  event  it is  determined  by a  court  of  competent
jurisdiction  or by an opinion of counsel that the Plan  constitutes an employee
pension benefit plan within the meaning of Section 3(2) of ERISA which is not so
exempt.  In the event of a  termination  under this  Section  10.1,  all ongoing
Deferral Commitments shall terminate, no additional Deferral Commitments will be
accepted by the Committee,  and the amount of each Participant's  vested Account
balance shall be distributed to such Participant at such time and in such manner
as the Committee, in its sole discretion, determines.

                                      -14-
10.2     Unsecured General Creditor

     In  the   event  of   Employer's   insolvency,   Participants   and   their
Beneficiaries,  heirs, successors,  and assigns shall have no legal or equitable
rights, interest or claims in any property or assets of Employer, nor shall they
be  Beneficiaries  of,  or have any  rights,  claims  or  interests  in any life
insurance  policies,  annuity contracts or the proceeds therefrom owned or which
may be acquired by Employer. In that event, any and all of Employer's assets and
policies shall be, and remain, the general,  unpledged,  unrestricted  assets of
Employer.  Employer's obligation under the Plan shall be that of an unfunded and
unsecured promise of Employer to pay money in the future.

10.3      Trust Fund

     The Employer shall be responsible for the payment of all benefits  provided
under the Plan.  At its  discretion,  the Employer may establish one (1) or more
trusts,  with such  trustees  as the  Board  may  approve,  for the  purpose  of
providing  for  the  payment  of such  benefits.  Such  trust  or  trusts  maybe
irrevocable,  but the  assets  thereof  shall be  subject  to the  claims of the
Employer's  creditors.  To the extent any benefits  provided  under the Plan are
actually paid from any such trust, the Employer shall have no further obligation
with respect thereto,  but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Employer.

10.4 Nonassignability

     Neither a Participant nor any other person shall have any right to commute,
sell, assign,  transfer,  pledge,  anticipate,  mortgage or otherwise  encumber,
transfer,  hypothecate  or convey in advance of actual  receipt the amounts,  if
any, payable hereunder,  or any part thereof, which are, and all rights to which
are, expressly declared to be unassignable and  nontransferable.  No part of the
amounts  payable  shall,  prior to actual  payment,  be  subject  to  seizure or
sequestration  for the  payment of any  debts,  judgments,  alimony or  separate
maintenance  owed by a Participant or any other person,  nor be  transferable by
operation  of  law  in the  event  of a  Participant's  or  any  other  person's
bankruptcy or insolvency.

10.5         Not a Contract of Employment

     The terms and  conditions  of this Plan shall not be deemed to constitute a
contract  of  employment  between  the  Employer  and the  Participant,  and the
Participant  (or his  Beneficiary)  shall have no rights  against  the  Employer
except as may otherwise be specifically  provided herein.  Moreover,  nothing in
this Plan shall be deemed to give a Participant  the right to be retained in the
service  of the  Employer  or to  interfere  with the right of the  Employer  to
discipline or discharge him at any time.

10.6       Protective Provisions

     A Participant  will  cooperate  with the Employer by furnishing any and all
information  requested by the Employer,  in order to  facilitate  the payment of
benefits hereunder, and by taking such physical examinations as the Employer may
deem  necessary  and  taking  such  other  actions  as may be  requested  by the
Employer.

                                      -15-
10.7     Terms

     Whenever any words are used herein the  masculine,  they shall be construed
as though they were used in the feminine in all cases where they would so apply;
and wherever  any words are used herein in the  singular or in the plural,  they
shall be  construed as though they were used in the plural or the  singular,  as
the case may be, in all cases where they would so apply.

10.8      Captions

     The captions of the articles, sections, and paragraphs of this Plan are for
convenience  only and shall not control or affect the meaning or construction of
any of its provisions.

10.9      Governing Law

     The provisions of this Plan shall be construed,  interpreted,  and governed
in all respects in accordance with applicable federal law and, to the extent not
preempted  by such  federal  law,  in  accordance  with the laws of the State of
California.

10.10       Validity

     In case any provision of this Plan shall be held illegal or invalid for any
reason,  said  illegality  or invalidity  shall not affect the  remaining  parts
hereof,  but this Plan shall be  construed  and  enforced as if such illegal and
invalid provision had never been inserted herein.

10.11       Notice

     Any notice or filing  required or  permitted  to be given to the  Committee
under the Plan shall be  sufficient  in writing and hand  delivered,  or sent by
registered or certified mail, to any member of the Committee or the Secretary of
the  Employer.  Such notice shall be deemed given as of the date of delivery or,
if such  delivery is made by mail,  as of the date shown on the  postmark on the
receipt for registration or certification.

10.12      Successors

     The  provisions  of this Plan  shall  bind and inure to the  benefit of the
Employer and its  successors  and assigns.  The term  successors  as used herein
shall include any  corporate or other  business  entity which shall,  whether by
merger, consolidation, purchase or otherwise acquire all or substantially all of
the  business  and  assets  of  TriCo  Bancshares,  and  successors  of any such
corporation or other business entity.

                                      -16-
TRICO BANCSHARES

                             By:  /s/ William J. Casey
                                  ----------------------------------------------
                                    Chairman

                             By:  /s/ Wendell J. Lundberg
                                  ----------------------------------------------
                                    Secretary

                             Dated: August 3, 2004
                                   --------------------------

                                      -17-
Exhibit 1

Deferral Commitment Agreement
The 1992 Tri Counties Bank Deferred Compensation Plan For Directors
(as restated January 1, 2004)
Deferral Election
--------------------------------------------------------------------------------

----------------------------------          ------------------------
Name (Last, First, Middle Initial)          Social Security Number

I acknowledge  that I have been offered an  opportunity  to  participate  in the
Deferred  Compensation  Plan (the "Plan").  I will  participate  in the Plan and
irrevocably authorize the Bank to make the appropriate deductions,  as indicated
on this  Agreement  from my  compensation.  Capitalized  terms in this Agreement
shall  have the same  meanings  as  defined in the Tri  Counties  Bank  Deferred
Compensation Plan For Directors as restated January 1, 2004).

                                DEFERRAL ELECTION

                          I elect to participate in the Plan as follows:

Fees                      I elect to defer (complete one blank only) $______ or
                          _____% of my ______ (insert year) Fees.

No Participation          I elect to not participate in the ______ (insert year)
                          Plan Year _______ (initial).

ACKNOWLEDGED AND ACCEPTED:

----------------------------------------
Participant Name           Print Name

----------------------------------------      ----------------------------------
Signature of Participant      Date            Signature of Bank Officer     Date

                                      -18-
Exhibit 2

Distribution Election
The 1992 Tri Counties Bank Deferred Compensation Plan For Directors
(as restated January 1, 2004)
Distribution Election

Pursuant to the Provisions of the Plan (as restated  effective January 1, 2004),
I  hereby  elect  to  have  the  balance  in my  Deferred  Compensation  Account
(brokerage account) paid to me as designated below:

               In Lump sum on  __________  (insert  date),  which  shall not be
------         earlier  than one year after the date of this  election nor later
               December 31, 2008, or sixty (60) days following termination of my
               service as a Director of the Bank, whichever occurs first.

               As a Partial  Distribution  on __________  (insert  date),  which
------         shall  not be  earlier  than  one  year  after  the  date of this
               election nor later than  December  31,  2008,  or sixty (60) days
               following  terminatin  of my  service as a Director  of the Bank,
               whichever  occurs first. The balance should be transferred to the
               2004  Tri  Counties   Bank   Deferred   Compensation   Plan  with
               distribution pursuant to my Distribution Election for that Plan.

               As a full transfer to the Tri Counties Bank Deferred Compensation
------         Plan with distribution  pursuant to my Distribution  Election for
               that Plan on  __________  (insert  date) which shall not be later
               than December 31, 2008, or sixty (60) days following  termination
               of my service as a Director of the Bank, whichever occurs first.

Signed:                          ;  Print Name
       --------------------------             --------------------

Dated:                ,
      ----------------

                                      -19-
Exhibit 3

Beneficiary Designation Form
The 1992 Tri Counties Bank Deferred Compensation Plan For Directors

I.       PRIMARY DESIGNATION
         (You may  refer  to the  beneficiary designation information  prior  to
         completion of this form.)

A.       Person(s) as a Primary Designation:
         (Please indicate the percentage for each beneficiary.)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

B.       Estate as a Primary Designation:

My Primary  Beneficiary is The Estate of
                                          --------------------------------------
as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Primary Designation:

Name of the Trust:
                    ------------------------------------------------------------
Execution Date of the Trust:       /       /
                             -----   -----   ---------
Name of the Trustee:
                     -----------------------------------------------------------

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each
beneficiary):
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

Is this an Irrevocable Life Insurance Trust?           Yes              No
                                              --------         --------
(If yes and this designation is for a Split Dollar  agreement,  an Assignment of
Rights form should be completed.)

                                      -20-
II.     SECONDARY (CONTINGENT) DESIGNATION

A.       Person(s) as a Secondary (Contingent)Designation:
         (Please indicate the percentage for each beneficiary.)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

B.       Estate as a Secondary (Contingent) Designation:

My Secondary Beneficiary is The Estate of
                                          --------------------------------------
as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Secondary (Contingent) Designation:

Name of the Trust:
                    ------------------------------------------------------------
Execution Date of the Trust:       /       /
                             -----   -----   ---------
Name of the Trustee:
                     -----------------------------------------------------------

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each

beneficiary):
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

All sums payable under this Agreement by reason of my death shall be paid to the
Primary  Beneficiary(ies),  if  he  or  she  survives  me,  and  if  no  Primary
Beneficiary(ies)   shall  survive  me,  then  to  the   Secondary   (Contingent)
Beneficiary(ies).  This  beneficiary  designation is valid until the participant
notifies the bank in writing.

---------------------------------------                   ----------------------
Participant                                                        Date

                                      -21-
Exhibit 10.11

The 2004 TriCo Bancshares Deferred Compensation Plan effective January 1, 2004

                                    THE 2004

                                TRICO BANCSHARES

                           DEFERRED COMPENSATION PLAN

                            Effective January 1, 2004
TABLE OF CONTENTS
                                                                    PAGE
ARTICLE I--PURPOSE                                                    5
ARTICLE II--DEFINITIONS                                               5
2.1 Account                                                           5
2.2 Account Value                                                     5
2.3 Beneficiary                                                       5
2.4 Board                                                             5
2.5 Brokerage Account                                                 6
2.6 Change in Control                                                 6
2.7 Committee                                                         6
2.8 Compensation                                                      7
2.9 Deferral Commitment                                               7
2.10 Deferral Period                                                  7
2.11 Deferral From Prior Plans                                        7
2.12 Determination Date                                               7
2.13 Disability                                                       7
2.14 Distribution Election                                            7
2.15 Elective Deferred Compensation                                   7
2.16 Employer                                                         8
2.17 Financial Hardship                                               8
2.18 Participant                                                      8
2.19 Plan Benefit                                                     8
2.20 Plan Transfer Agreement                                          8
2.21 Prior Plans                                                      8
2.22 Qualified Plans                                                  8

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS                   9
3.1 Eligibility and Participation                                     9
3.2 Form of Deferral; Minimum Deferral                                9
3.3 Limitation on Deferral                                            9
3.4 Modification of Deferral Commitment                               9
3.5 Change in Employment Status                                       9
3.6 Transfers from Prior Plans                                       10
3.7 Involuntary Termination                                          10

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT                            10
4.1 Accounts                                                         10
4.2 Elective Deferred Compensation                                   10
4.3 Qualified Plan Make-Up Credit                                    10
4.4 Determination of Accounts                                        11
4.5 Vesting of Accounts                                              11
4.6 Disability                                                       11
4.7 Statement of Accounts                                            11
4.8 Bank Discretionary Contributions                                 11

                                      -2-
TABLE OF CONTENTS
                                                                    PAGE
ARTICLE V--PLAN BENEFITS                                             11
5.1 Plan Benefit                                                     11
5.2 Death Benefit                                                    12
5.3 Hardship Distributions                                           12
5.4 Accelerated Distribution                                         12
5.5 Withholding; Payroll Taxes                                       12
5.6 Commencement of Payments                                         12
5.7 Full Payment of Benefits                                         12
5.8 Payment to Guardian                                              12

ARTICLE VI--BENEFICIARY DESIGNATION                                  13
6.1 Beneficiary Designation                                          13
6.2 Amendments                                                       13
6.3 No Beneficiary Designation                                       13
6.4 Effect of Payment                                                13

ARTICLE VII--ADMINISTRATION                                          13
7.1 Committee; Duties                                                13
7.2 Agents                                                           14
7.3 Binding Effect of Decisions                                      14
7.4 Indemnity of Committee                                           14

ARTICLE VIII--CLAIMS PROCEDURE                                       14
8.1 Claim                                                            14
8.2 Denial of Claim                                                  14
8.3 Review of Claim                                                  14
8.4 Final Decision                                                   15

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN                        15
9.1 Amendment                                                        15
9.2 Employer's Right to Terminate                                    15

ARTICLE X--MISCELLANEOUS                                             16
10.1 Unfunded Plan                                                   16
10.2 Unsecured General Creditor                                      16
10.3 Trust Fund                                                      16
10.4 Nonassignability                                                16
10.5 Not a Contract of Employment                                    17
10.6 Protective Provisions                                           17
10.7 Terms                                                           17
10.8 Captions                                                        17
10.9 Governing Law                                                   17
10.10 Validity                                                       17

                                      -3-
TABLE OF CONTENTS
                                                                    PAGE
10.11 Notice                                                         17
10.12 Successors                                                     18

EXHIBIT 1: Deferral Commitment Agreement                             19
EXHIBIT 2: Distribution Election                                     20
EXHIBIT 3: Plan Transfer Agreement                                   21
EXHIBIT 4: Beneficiary Designation                                   22

                                      -4-
THE 2004

                                TRICO BANCSHARES

                           DEFERRED COMPENSATION PLAN

ARTICLE I--PURPOSE

     The purpose of this Deferred  Compensation  Plan (the "Plan") is to provide
     current  tax  planning  opportunities  as well as  supplemental  funds  for
     retirement or death for selected employees of TriCo Bancshares ("Bank") and
     subsidiaries  or  affiliates  thereof  as well as  members  of the Board of
     Directors of TriCo  Bancshares  and its affiliates or  subsidiaries.  It is
     intended that the Plan will aid in retaining and  attracting  employees and
     Directors of  exceptional  ability by providing  them with these  benefits.
     This Plan will be effective as of January 1, 2004.

ARTICLE II--DEFINITIONS

     For the purposes of this Plan, the following  terms shall have the meanings
     indicated, unless the context clearly indicates otherwise:

2.1        Account

     "Account"  means the Account as  maintained  by the Employer in  accordance
     with Article IV with respect to any  deferral of  Compensation  pursuant to
     this Plan. A Participant's Account shall be utilized solely as a device for
     the  determination  and  measurement  of  the  amounts  to be  paid  to the
     Participant  pursuant  to the  Plan.  A  Participant's  Account  shall  not
     constitute or be treated as a trust fund of any kind.

2.2      Account Value

     The "Account  Value"  shall mean the value of assets held in the  Brokerage
     Account at the end of each business day.

2.3        Beneficiary

     "Beneficiary"  means the person,  person or entity entitled under Article V
     (2) to receive any Plan benefits payable after a Participant's death.

2.4        Board

     "Board" means the Board of Directors of the Employer.

                                      -5-
2.5        Brokerage Account

     For record keeping purposes, a Participant-directed  brokerage account (the
     "Brokerage   Account")  will  be  established   for  the  benefit  of  each
     Participant.  Although the  Participant  will direct the investments of the
     Brokerage  Account,  it will remain the sole  property of the Bank and only
     the Bank will be permitted to make contributions to or withdrawals from the
     Brokerage  Account.  An amount equal to any  Deferrals  from Prior Plans as
     well the  Participant's  Deferral  Commitment  for each  month  during  the
     Deferral Period will be transferred to this brokerage account and placed in
     a money market account until brokerage orders are placed by the Participant
     for  alternative  investments.   The  Participant's  deferred  compensation
     Account Value at any time will be the then current balance of the Brokerage
     Account.  The Bank will not be  responsible  for  losses in the  Account or
     benefit from gains in the Account.

2.6        Change in Control

     A "Change in Control" shall occur:

     (a)  Upon TriCo Bancshares' knowledge that any person (as such term is used
     in Sections 13(d) and 14(d)(2) of the  Securities  Exchange Act of 1934, as
     amended) is or becomes "the beneficial  owner" (as defined in Rule 13d-3 of
     the Exchange Act),  directly or  indirectly,  of TriCo  Bancshares'  shares
     representing  forty percent  (40%) or more of the combined  voting power of
     the then outstanding securities; or

     (b)  Upon the  first  purchase  of the  Common  Stock  of TriCo  Bancshares
     pursuant  to a tender or  exchange  offer  (other than a tender or exchange
     offer made by TriCo Bancshares); or

     (c)  Upon the approval by the  stockholders of TriCo Bancshares of a merger
     or  consolidation  (other  than a merger or  consolidation  in which  TriCo
     Bancshares  is the surviving  corporation  and which does not result in any
     reclassification  or  reorganization  of TriCo Bancshares' then outstanding
     securities),  a sale or  disposition of all or  substantially  all of TriCo
     Bancshares'  assets  or a plan  of  liquidation  or  dissolution  of  TriCo
     Bancshares; or

     (d)  If, during any period of two (2) consecutive years, individuals who at
     the  beginning  of such period  constitute  the Board of Directors of TriCo
     Bancshares cease for any reason to constitute at least a majority  thereof,
     unless the election or nomination for the election by the  stockholders  of
     TriCo  Bancshares  of each new  director was approved by a vote of at least
     two-thirds  (2/3) of the directors  then still in office who were directors
     at the beginning of the period.

2.7        Committee

     "Committee"  means the Compensation and Benefits  Committee of the Board of
     Directors of TriCo Bancshares.

                                      -6-
2.8        Compensation

     "Compensation"  means  the  salary,   bonuses  or  commissions  payable  to
     Participant  during the  calendar  year and  considered  to be "wages"  for
     purposes of federal income tax  withholding,  before  reduction for amounts
     deferred   under  this  Plan.   Compensation   does  not  include   expense
     reimbursements, any form of non-cash compensation or benefits.

2.9        Deferral Commitment

     "Deferral  Commitment"  means an election to defer  Compensation  made by a
     Participant  pursuant  to  Article  III and for which a  separate  Deferral
     Commitment   Agreement  has  been  submitted  by  the  Participant  to  the
     Committee.

2.10       Deferral Period

     "Deferral  Period" means the period over which a Participant has elected to
     defer a portion of his Compensation. Each calendar year shall be a separate
     Deferral Period, provided that the Deferral Period may be modified pursuant
     to paragraph 3.4 or 3.5.

2.11        Deferrals From Prior Plans

     Participants  may elect to transfer  balances from Prior Plans  pursuant to
     their completion of the Plan Transfer Agreement.

2.12        Determination Date

     "Determination  Date" means the date selected by the  Participant  to value
     the Account.

2.13        Disability

     "Disability"  means a physical or mental condition which, in the opinion of
     the  Committee,   permanently  prevents  an  employee  from  satisfactorily
     performing  employee's usual duties for Employer.  The Committee's decision
     as to Disability  will be based upon medical  reports and/or other evidence
     satisfactory to the Committee.  In no event shall a Disability be deemed to
     occur or to continue after a Participant's Normal Retirement Date.

2.14     Distribution Election

     The term "Distribution Election" shall mean the form of distribution of the
     Account  selected by the Participant on most recent  Distribution  Election
     provided  such  Distribution  Election  has  been  made at  least  one full
     calendar  year  prior  to  the  date  of  the   Participant's   first  Plan
     Distribution.

2.15        Elective Deferred Compensation

     The amount of Compensation that a Participant elects to defer pursuant to a
     Deferral Commitment.

                                      -7-
2.16       Employer

     "Employer" means TriCo Bancshares, Tri Counties Bank, and any affiliated or
     subsidiary  corporation  designated by the Board of TriCo Bancshares or any
     successors to the business thereof.

2.17       Financial Hardship

     "Financial  Hardship" means an immediate and critical financial need of the
     Participant,  determined  by the  Committee  on the  basis  of  information
     supplied by the  Participant in accordance  with the standards set forth in
     the applicable U.S. Treasury  regulations  promulgated under Section 401(k)
     of the Internal  Revenue Code, or such other standards as are, from time to
     time, established by the Committee.

  2.18     Participant

     "Participant" means any individual who is participating or has participated
     in this Plan as provided in Article III.

  2.19    Plan Benefit

     "Plan Benefit" means the benefit  payable to a Participant as calculated in
     Article V.

2.20      Plan Transfer Agreement

     The "Plan Transfer  Agreement" permits the Participant to transfer balances
     from Prior Plans.

2.21     Prior Plans

     Prior Plans are the Tri Counties Bank Executive Deferred  Compensation Plan
     effective September 1, 1987 and restated April 1, 1992 and the Tri Counties
     Bank Deferred Compensation Plan for Directors effective April 1, 1992.

2.22     Qualified Plans

     "Qualified Plans" means the TriCo Bancshares  Employee Stock Ownership Plan
     and/or any successor Plan.

                                      -8-
ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1         Eligibility and Participation

     (a)  Eligibility.  Eligibility  to participate in the Plan shall be limited
     to those key  employees of the Employer  who are  designated,  from time to
     time,  by the Board of TriCo  Bancshares as well as members of the Board of
     Directors of TriCo Bancshares, its affiliates or subsidiaries.

     (b)  Participation. An eligible Participant may elect to participate in the
     Plan  with  respect  to  any  Deferral  Period  by  submitting  a  Deferral
     Commitment  Agreement to the  Committee by December 1 of the calendar  year
     immediately preceding the Deferral Period.

     (c)  Part-Year  Participation.  In the  event  that  an  Participant  first
     becomes  eligible  to  participate  during a  Deferral  Period,  a Deferral
     Commitment  Agreement  must be  submitted  to the  Committee  no later than
     thirty (30) days following  notification  of the Participant of eligibility
     to participate,  and such Deferral Commitment  Agreement shall be effective
     only with regard to Compensation earned or payable following the submission
     of the Deferral Commitment Agreement to the Committee.

3.2        Form of Deferral; Minimum Deferral

     (a)  Deferral   Commitment.   A  Participant  may  elect  in  the  Deferral
     Commitment  Agreement  to defer any  portion  of his  Compensation  for the
     calendar year following the calendar year in which the Deferral  Commitment
     Agreement is submitted.  The amount to be deferred shall be stated and must
     not be less than two thousand  four  hundred  dollars  ($2,400)  during the
     Deferral Period.

     (b)  Participants  Entering  After  January  1. In the event a  Participant
     enters this Plan at any time other than January 1 of any calendar  year, he
     or she must defer at least two hundred  dollars  ($200) times the number of
     months remaining in the Deferral Period.

3.3       Limitation on Deferral

     A  Participant   may  defer  up  to  one  hundred  percent  (100%)  of  the
     Participant's  Compensation.  However, the Committee may impose a different
     maximum  deferral  amount or increase  the minimum  deferral  amount  under
     paragraph  3.2  from  time  to  time  by  giving   written  notice  to  all
     Participants, provided, however, that no such changes may affect a Deferral
     Commitment made prior to the Committee's action.

3.4        Modification of Deferral Commitment

     Deferral  Commitment  shall be  irrevocable  except that the  Committee may
     permit a  Participant  to reduce  the amount to be  deferred,  or waive the
     remainder of the Deferral  Commitment  upon a finding that the  Participant
     has suffered a Financial Hardship.

3.5         Change in Employment Status

     If the Board determines that a Participant's  employment  performance is no
     longer at a level that deserves reward through  participation in this Plan,
     but does not terminate the Participant's  employment with the Employer,  no
     Deferral  Commitments  may be made  by  such  Participant  after  the  date
     designated by the Board of TriCo Bancshares.

                                      -9-
3.6         Transfer From Prior Plans

     Participants  in Prior Plans may  transfer a portion (or all) of their Plan
     balances to this Plan at anytime by providing the Committee with a properly
     executed Plan Transfer Agreement.

3.7        Involuntary Termination

     If a Participant is terminated for any reason  identified in (a) (b) (c) or
     (d) below, the Account value shall be paid to the Participant  within sixty
     (60) days following their termination.  The Plan Administrator shall retain
     the sole  discretion to liquidate the Brokerage  Account at anytime  within
     the sixty (60) days following the Participant's Involuntary Termination.

     (a)  Gross negligence or gross neglect
     (b)  The  commission of a felony,  misdemeanor,  or any other act involving
          moral  turpitude,  fraud, or dishonesty  which has a material  adverse
          impact on the Bank.
     (c)  The willful and  intentional  disclosure,  without  authority,  of any
          secret or  confidential  information  concerning  the Bank which has a
          material adverse impact on the Bank.
     (c)  The willful and  intentional  violation of the rules or regulations of
          any regulatory agency or government authority having jurisdiction over
          the Bank, which has a material adverse impact on the Bank

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1       Accounts

     For record  keeping  purposes only, an Account shall be maintained for each
     Participant.  The  initial  Account  balance  shall be equal to the Account
     balance as of January 1, 2004, or as of the date of transfer from any Prior
     Plans.

4.2       Elective Deferred Compensation

     A Participant's  Elective  Deferred  Compensation  shall be credited to the
     Participant's  Account  as the  corresponding  nondeferred  portion  of the
     Compensation becomes or would have become payable. Any withholding of taxes
     or other amounts with respect to deferred  Compensation that is required by
     state,  federal  or local  law  shall be  withheld  from the  Participant's
     nondeferred  Compensation  to the maximum  extent  possible with any excess
     being withheld from the Participant's  Account. At the end of each calendar
     month,  the Employer  shall  transfer cash to the  Brokerage  Account in an
     amount equal to the amount deferred during the prior calendar month.

4.3       Qualified Plan Make-Up Credit

     The Employer shall contribute to each Participant's  Account prior to April
     1 of each subsequent year the difference between:

     (a)  The amount which would have been contributed to the Qualified Plans if
     no deferrals had been made under this Plan; and

     (b)  The  amounts  actually  contributed  to the  Qualified  Plans for such
     Participant.

     Cash  equal  to the  amount  of this  credit  shall be  transferred  to the
     Brokerage Account prior to March 1 of each subsequent calendar year.

                                      -10-
4.4        Determination of Accounts

     Each  Participant's  Account as of each Determination Date shall consist of
     the balance of the Participant's  Account as of the end of the business day
     immediately preceding Determination Date.

4.5       Vesting of Accounts

     Each Participant shall be vested in the value of the Participant's  Account
     as of any Determination Date.

4.6        Disability

     If a  Participant  suffers  a  Disability  during a  Deferral  Period,  the
     Employer  will  contribute  all  scheduled  deferrals to the  Participant's
     Account for the remainder of the Deferral Period.

4.7       Statement of Accounts

     The  Committee  shall submit to each  Participant,  within thirty (30) days
     after the close of each  calendar year and at such other time as determined
     by the  Committee,  a statement  setting forth the balance to the credit of
     the Account maintained for a Participant.

4.8      Bank Discretional Contributions

     The Bank may make  Discretionary  Contributions to Participants'  Accounts.
     Discretionary  Contributions  shall be  credited  at such times and in such
     amounts as the Board in its sole discretion shall determine.  The amount of
     the  Discretionary  Contributions  shall be evidenced in a special Deferral
     Commitment Agreement approved by the Board.

ARTICLE V--PLAN BENEFITS

5.1       Plan Benefit

     The Participant may elect cash  distributions from the Plan pursuant to the
     Distribution  Election.  The money market account of the Brokerage  Account
     will be reduced  at the time of,  and in an amount  equal to, the amount of
     any Plan  Distribution  specified  in the  Distribution  Election.  No Plan
     benefit  distributions will be made if there is not a sufficient balance in
     the money market account to permit this reduction.  It is the obligation of
     the  Participant  to execute the sale of  securities  held in the Brokerage
     Account in order to maintain sufficient funding in the money market account
     for the purpose of paying Plan Benefits.

                                      -11-
5.2       Death Benefit

     Upon the death of a  Participant,  the Employer  shall  promptly pay to the
     Participant's  Beneficiary  an amount equal to the Account  Value as of the
     date of liquidation of the Brokerage Account.  Such liquidation shall occur
     no later  than ten (10)  business  days after the Bank has be  notified  in
     writing of the death of the Participant.

5.3        Hardship Distributions

     Upon a finding that a Participant  has suffered a Financial  Hardship,  the
     Committee  may,  in  its  sole  discretion,  make  distributions  from  the
     Participant's  Account prior to the time  specified for payment of benefits
     under the Plan.  The  amount of such  distribution  shall be limited to the
     amount reasonably  necessary to meet the Participant's  requirements during
     the Financial Hardship.

5.4       Accelerated Distribution

     Notwithstanding any other provision of the Plan, at any time after a Change
     in  Control  or  at  any  time  following  termination  of  Employment,   a
     Participant  shall be  entitled  to receive,  upon  written  request to the
     Committee,  a lump sum  distribution  equal to ninety  percent (90%) of the
     Account Value as of the Determination  Date immediately  preceding the date
     on which the Committee receives the written request.  The remaining balance
     shall be deemed an Accelerated  Distribution  penalty and will be forfeited
     by the Participant.  The amount payable under this section shall be paid in
     a lump sum within  sixty-five (65) days following the receipt of the notice
     by the Committee from the Participant.

5.5      Withholding; Payroll Taxes

     The Employer shall withhold from payments made hereunder any taxes required
     to be  withheld  from such  payments  under  federal,  state or local  law.
     However, a Beneficiary may elect not to have withholding for federal income
     tax  pursuant  to Section  3405(a)(2)  of  Internal  Revenue  Code,  or any
     successor provision thereto.

5.6      Commencement of Payments

     Payment  shall  commence  on the day  selected  by the  Participant  in the
     Distribution  Election, but not later than sixty (60) days after the end of
     the month in which the Participant terminates employment with the Employer,
     or service on the Board.

5.7      Full Payment of Benefits

     Notwithstanding  any other  provision of this Plan,  all benefits  shall be
     paid  no  later  than  one  hundred  eighty  (180)  months   following  the
     Participant's  termination  of service.  Any  securities  remaining  in the
     Brokerage  account  at that time  shall be  liquidated  by the Bank and the
     Account Balance will be paid in lump sum to the Participant.

5.8       Payment to Guardian

     If a Plan benefit is payable to a minor or a person declared incompetent or
     to a person  incapable of handling the  disposition  of his  property,  the
     Committee may direct  payment of such Plan Benefit to the  guardian,  legal
     representative  or  person  having  the care  and  custody  of such  minor,
     incompetent  or person.  The Committee  may require proof of  incompetence,
     minority,  incapacity  or  guardianship  as it deems  appropriate  prior to
     distribution  of the  Plan  benefit.  Such  distribution  shall  completely
     discharge the Committee from all liability with respect to the benefit.

                                      -12-
ARTICLE VI--BENEFICIARY DESIGNATION

6.1        Beneficiary Designation

     Each Participant shall have the right, at any time, to designate any person
     or persons as his  Beneficiary  or  Beneficiaries  (both primary as well as
     secondary) to whom  benefits  under this Plan shall be paid in the event of
     Participant's  death prior to complete  distribution  of the  benefits  due
     under the Plan.  Each  beneficiary  designation  shall be in  written  form
     prescribed by the Committee and will be effective  only when filed with the
     Committee during the Participant's lifetime.

6.2        Amendments

     Any  Beneficiary  designation  may be changed by a Participant  without the
     consent of any designated  Beneficiary  by the filing of a new  Beneficiary
     Designation with the Committee. The filing of a new Beneficiary Designation
     form will  cancel  all  Beneficiary  Designations  previously  filed.  If a
     Participant's   Compensation   is  community   property,   any  Beneficiary
     designation  shall be valid or effective only as permitted under applicable
     law.

6.3        No Beneficiary Designation

     In  the  absence  of  an  effective  Beneficiary  designation,  or  if  all
     designated  Beneficiaries  predecease  the  Participant  or  die  prior  to
     complete distribution of the Participant's benefits, then the Participant's
     designated Beneficiary shall be deemed to be the Participant's estate.

6.4        Effect of Payment

     The payment to the deemed Beneficiary shall completely discharge Employer's
     obligations under this Plan.

ARTICLE VII--ADMINISTRATION

7.1        Committee; Duties

     This Plan shall be  administered  by the Committee,  which shall consist of
     not less than three (3) persons appointed by the Chairman of the Board. Any
     member of the Committee may be removed at any time by the Board. Any member
     may resign by delivering  his written  resignation  to the Board.  Upon the
     existence of any vacancy, the Board may appoint a successor.  The Committee
     shall  have the  authority  to make,  amend,  interpret,  and  enforce  all
     appropriate  rules and regulations for the  administration of this Plan and
     decide or resolve any and all questions  including  interpretations of this
     Plan, as may arise in  connection  with the Plan. A majority of the members
     of the Committee shall constitute a quorum for the transaction of business.
     A  majority  vote of the  Committee  members  constituting  a quorum  shall
     control any decision.  Members of the Committee may be  Participants  under
     this Plan.

                                      -13-
7.2        Agents

     The Committee  may, from time to time,  employ other agents and delegate to
     them such  administrative  duties as it sees fit, and may from time to time
     consult with counsel who may be counsel to the Employer.

7.3        Binding Effect of Decisions

     The decision or action of the Committee in respect of any question  arising
     out  of or in  connection  with  the  administration,  interpretation,  and
     application of the Plan and the rules and regulations promulgated hereunder
     shall be final and  conclusive  and  binding  upon all  persons  having any
     interest in the Plan.

7.4        Indemnity of Committee

     The Employer shall indemnify and hold harmless the members of the Committee
     against any and all claims,  loss,  damage,  expense,  or liability arising
     from any action or failure to act with respect to this Plan,  except in the
     case of gross negligence or willful misconduct.

ARTICLE VIII - CLAIMS PROCEDURE

8.1       Claim

     Any person claiming a benefit, requesting an interpretation or ruling under
     the Plan,  or  requesting  information  under the Plan  shall  present  the
     request in writing to the Committee,  which shall respond in writing within
     thirty (30) days.

8.2       Denial of Claim

     If the claim or request  is  denied,  the  written  notice of denial  shall
     state:

     (a)  The reasons for denial, with specific reference to the Plan provisions
     on which the denial is based.

     (b)  A description of any additional  material or information  required and
     an explanation of why it is necessary.

     (c)  An explanation of the Plan's claim review procedure.

8.3         Review of Claim

     Any  person  whose  claim or  request  is denied or who has not  received a
     response  within  thirty  (30) days may request  review by notice  given in
     writing to the  Committee.  The claim or request  shall be  reviewed by the
     Committee  who may,  but shall not be  required  to,  grant the  claimant a
     hearing. On review, the claimant may have representation, examine pertinent
     documents, and submit issues and comments in writing.

                                      -14-
8.4        Final Decision

     The decision on review shall normally be made within sixty (60) days. If an
     extension   of  time  is  required   for  a  hearing  or  other   specified
     circumstances,  the claimant  shall be notified and the time limit shall be
     one hundred  twenty (120) days.  The decision shall be in writing and shall
     state the reasons and the relevant plan provisions. All decisions on review
     shall be final and bind all parties concerned.

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN

9.1        Amendment

     The  Board may at any time  amend  the Plan in whole or in part,  provided,
     however,  that no amendment  shall be effective to decrease or restrict the
     amount  accrued to the date of  Amendment  in any  Account or to change the
     Interest  Rate  credited to amounts  already  held in an Account  under the
     Plan. Upon a change in the Interest Rate, thirty (30) days' advance written
     notice  shall be given  to each  Participant  and any  deferral  after  the
     effective  date of the  change  shall be held in a separate  Account  which
     shall be credited with the new Interest Rate.

9.2       Employer's Right to Terminate

     The Board may at any time partially or completely terminate the Plan if, in
     its judgment,  the tax, accounting,  or other effects of the continuance of
     the  Plan,  or  potential  payments  thereunder  would  not be in the  best
     interests of the Employer.

          (a)  Partial  Termination.  The Board may partially terminate the Plan
          by  instructing  the Committee not to accept any  additional  Deferral
          Commitments.  In the  event of such a  Partial  Termination,  the Plan
          shall  continue  to operate and be  effective  with regard to Deferral
          Commitments  entered into prior to the effective  date of such Partial
          Termination.

          (b)  Complete Termination. The Board may completely terminate the Plan
          by  instructing  the Committee not to accept any  additional  Deferral
          Commitments,  and by terminating all ongoing Deferral Commitments.  In
          the event of Complete Termination, the Plan shall cease to operate and
          the  Employer  shall  pay out to each  Participant  the value of their
          Account  as if  that  Participant  had  terminated  service  as of the
          effective date of the Complete Termination.

     Payments shall be made in equal annual  installments over the period listed
     below, based on the Account balance:

      Appropriate Account Balance                           Payout Period
      Less than $10,000                                        1 Year
      $10,000 but less than $50,000                            3 Years
      More than $50,000                                        5 Years

     Interest earned on the unpaid balance in each  Participant's  Account shall
     be the  interest  Rate in  effect  on the  Determination  Date  immediately
     preceding the effective date of the Complete Termination.

                                      -15-
ARTICLE X--MISCELLANEOUS

10.1       Unfunded Plan

     This Plan is  intended  to be an  unfunded  plan  maintained  primarily  to
     provide deferred compensation benefits for a select group of "management or
     highly-compensated  employees"  within the meaning of Sections 201, 301 and
     401 of the Employee  Retirement  Income  Security  Act of 1974,  as amended
     ("ERISA"),  and  therefore to be exempt from the  provisions of Parts 2, 3,
     and 4 of Title I of ERISA.  Accordingly,  the Plan shall  terminate  and no
     further  benefits shall accrue hereunder in the event it is determined by a
     court of competent  jurisdiction  or by an opinion of counsel that the Plan
     constitutes an employee  pension benefit plan within the meaning of Section
     3(2) of ERISA which is not so exempt.  In the event of a termination  under
     this Section 10.1, all ongoing Deferral  Commitments  shall  terminate,  no
     additional Deferral Commitments will be accepted by the Committee,  and the
     amount of each Participant's vested Account balance shall be distributed to
     such  Participant at such time and in such manner as the Committee,  in its
     sole discretion, determines.

10.2      Unsecured General Creditor

     In  the   event  of   Employer's   insolvency,   Participants   and   their
     Beneficiaries,  heirs,  successors,  and  assigns  shall  have no  legal or
     equitable rights, interest or claims in any property or assets of Employer,
     nor shall they be Beneficiaries of, or have any rights, claims or interests
     in any life insurance policies, annuity contracts or the proceeds therefrom
     owned or which may be acquired by Employer.  In that event,  any and all of
     Employer's  assets  and  policies  shall  be,  and  remain,   the  general,
     Un-pledged,  unrestricted assets of Employer.  Employer's  obligation under
     the Plan shall be that of an unfunded and unsecured  promise of Employer to
     pay money in the future.

10.3      Trust Fund

     The Employer shall be responsible for the payment of all benefits  provided
     under the Plan.  At its  discretion,  the Employer may establish one (1) or
     more trusts,  with such trustees as the Board may approve,  for the purpose
     of providing for the payment of such  benefits.  Such trust or trust may be
     irrevocable,  but the assets  thereof shall be subject to the claims of the
     Employer's  creditors.  To the extent any benefits  provided under the Plan
     are actually paid from any such trust,  the Employer  shall have no further
     obligation  with  respect  thereto,  but to the  extent  not so paid,  such
     benefits  shall  remain  the  obligation  of,  and  shall be paid  by,  the
     Employer.

10.4        Nonassignability

     Neither a Participant nor any other person shall have any right to commute,
     sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
     transfer,  hypothecate  or convey in advance of actual receipt the amounts,
     if any, payable hereunder,  or any part thereof,  which are, and all rights
     to which are, expressly declared to be unassignable and nontransferable. No
     part of the amounts payable shall,  prior to actual payment,  be subject to
     seizure or sequestration for the payment of any debts,  judgments,  alimony
     or separate  maintenance owed by a Participant or any other person,  nor be
     transferable  by  operation of law in the event of a  Participant's  or any
     other person's bankruptcy or insolvency.

                                      -16-
10.5       Not a Contract of Employment

     The terms and  conditions  of this Plan shall not be deemed to constitute a
     contract of employment  between the Employer and the  Participant,  and the
     Participant (or his Beneficiary)  shall have no rights against the Employer
     except as may otherwise be specifically provided herein. Moreover,  nothing
     in this Plan shall be deemed to give a Participant the right to be retained
     in the  service  of the  Employer  or to  interfere  with the  right of the
     Employer to discipline or discharge him at any time.

10.6      Protective Provisions

     A Participant  will  cooperate  with the Employer by furnishing any and all
     information  requested by the Employer,  in order to facilitate the payment
     of benefits  hereunder,  and by taking such  physical  examinations  as the
     Employer  may deem  necessary  and  taking  such  other  actions  as may be
     requested by the Employer.

10.7       Terms

     Whenever any words are used herein the  masculine,  they shall be construed
     as though  they were used in the  feminine in all cases where they would so
     apply;  and  wherever  any words are used herein in the  singular or in the
     plural,  they shall be  construed as though they were used in the plural or
     the singular, as the case may be, in all cases where they would so apply.

10.8       Captions

     The captions of the articles, sections, and paragraphs of this Plan are for
     convenience   only  and  shall  not   control  or  affect  the  meaning  or
     construction of any of its provisions.

10.9      Governing Law

     The provisions of this Plan shall be construed,  interpreted,  and governed
     in all  respects  in  accordance  with  applicable  federal law and, to the
     extent not  preempted by such federal law, in  accordance  with the laws of
     the State of California.

10.11    Validity

     In case any provision of this Plan shall be held illegal or invalid for any
     reason,  said illegality or invalidity shall not affect the remaining parts
     hereof,  but this Plan shall be  construed  and enforced as if such illegal
     and invalid provision had never been inserted herein.

10.11      Notice

     Any notice or filing  required or  permitted  to be given to the  Committee
     under the Plan shall be  sufficient  if in writing and hand  delivered,  or
     sent by registered or certified mail, to any member of the Committee or the
     Secretary of the Employer. Such notice shall be deemed given as of the date
     of delivery or, if such  delivery is made by mail,  as of the date shown on
     the postmark on the receipt for registration or certification.

                                      -17-
10.12     Successors

     The  provisions  of this Plan  shall  bind and inure to the  benefit of the
     Employer and its successors and assigns. The term successors as used herein
     shall include any corporate or other business  entity which shall,  whether
     by  merger,   consolidation,   purchase   or   otherwise   acquire  all  or
     substantially  all of the  business  and  assets of TriCo  Bancshares,  and
     successors of any such corporation or other business entity.

                                   TRICO BANCSHARES

                             By:  /s/ William J. Casey
                                  ----------------------------------------------
                                    Chairman

                             By:  /s/ Wendell J. Lundberg
                                  ----------------------------------------------
                                    Secretary

                             Dated: August 3, 2004
                                   --------------------------

                                      -18-
Exhibit 1

Deferral Commitment Agreement
The 2004 TriCo Bancshares Deferred Compensation Plan
Deferral Election
--------------------------------------------------------------------------------

-------------------------------             ------------------------
Name (Last, First, Middle Initial)                   Social Security Number

I acknowledge that I have been offered an opportunity to participate in the
Deferred Compensation Plan (the "Plan"). I will participate in the Plan and
irrevocably authorize the Bank to make the appropriate deductions, as indicated
on this Agreement from my compensation. Capitalized terms in this Agreement
shall have the same meanings as defined in the 2004 TriCo Bancshares Deferred
Compensation Plan documents).

                             2004 DEFERRAL ELECTION

                          I elect to participate in the 2004 Plan as follows:

Salary/Directors  Fees    I elect to defer (complete one blank only) $______  or
                          _____% of my ______ (insert  year) Salary or Directors
                          Fees.

Bonus                     I  elect  to  defer $______ or ______%  of  my  Bonus,
                          earned in_______ (insert year), not to exceed $______.

Commissions               I elect to defer $______ or ______% of my Commissions,
                          earned in _______ (insert year), not to exceed $_____.

No Participation          I elect to not  participate in the _____ (insert year)
                          Plan Year ___________.

     Note: All cash  contributions  and trade settlements will be deposited in a
Money Market Fund. Minimum transaction value: $2,500 per transaction.

ACKNOWLEDGED AND ACCEPTED:

--------------------------------------               ---------------------------
Participant Signature           Date                 Print Name

--------------------------------------               ---------------------------
Signature of Bank Officer       Date                 Print Name

                                      -19-
Exhibit 2

Distribution Election
The 2004 TriCo Bancshares Deferred Compensation Plan
Distribution Election

Pursuant to the Provisions of enrollment in the 2004 TriCo  Bancshares  Deferred
Compensation   Plan,  I  hereby  elect  to  have  the  balance  in  my  Deferred
Compensation Account (brokerage account) paid to me as designated below:

               In Lump sum on ________, which shall not be earlier than one year
------         after the date of this election nor later than 60 days  following
               termination of my service as an Employee or Director of the Bank.

               In five (5)  annual  installments,  beginning  ________,  but not
------         later than 60 days  following  termination  for my services as an
               Employee or  Director  of the Bank and not earlier  than one year
               following  the  date  of  this  election.   The  amount  of  each
               installment  will be  determined as of each  installment  date by
               dividing  the Account  Value by the number of  installments  then
               remaining to be paid, with the final installment to be the entire
               remaining balance in the Account.

               In ten (10)  annual  installments,  beginning  ________,  but not
------         later than 60 days  following  termination  for my services as an
               Employee or  Director  of the Bank and not earlier  than one year
               following  the  date  of  this  election.   The  amount  of  each
               installment  will be  determined as of each  installment  date by
               dividing  the Account  Value by the number of  installments  then
               remaining to be paid, with the final installment to be the entire
               remaining balance in the Account.

               In fifteen (15) annual installments, beginning  ________, but not
------         later than 60 days  following  termination  for my services as an
               Employee or  Director  of the Bank and not earlier  than one year
               following  the  date  of  this  election.   The  amount  of  each
               installment  will be  determined as of each  installment  date by
               dividing  the Account  Value by the number of  installments  then
               remaining to be paid, with the final installment to be the entire
               remaining balance of the Account.

Signed:                          ;  Print Name
       --------------------------             --------------------

Dated:                ,
      ----------------

                                      -20-
Exhibit 3
Plan Transfer Agreement
The 2004 TriCo Bancshares Deferred Compensation Plan

----------------------------
Name

I  am  a  Participant  in  either  the  Tri  Counties  Bank  Executive  Deferred
Compensation  Plan  effective as of September 1, 1987 and amended as of April 1,
1992 or the Tri Counties Bank Deferred Compensation Plan for Directors effective
as of April 1, 1992 (the "Prior Plans").

I hereby  request the Bank to transfer the portion of my current Plan balance to
the 2004 TriCo Bancshares Deferred  Compensation Plan pursuant to the provisions
of that Agreement. I understand that this election is irrevocable.

I understand that the entire balance of my Prior Plan will be transferred to the
2004 Tri Counties Bank Deferred  Compensation Plan on December 31, 2008 unless I
have elected an alternate distribution option prior to that date.

Partial Transfer    Transfer  _____(%) or $______  (insert amount) of my Account
                    Balance  to the 2004  Plan on _____  (insert  date)  and the
                    blance on ______ (insert date).

Full Transfer       Transfer  teh  entire  Account  Balance  to the 2004 Plan on
                    ______ (insert date).

Signed:                          ;  Print Name
       --------------------------             --------------------

Dated:                ,
      ----------------

                                      -21-
Exhibit  4

Beneficiary Designation Form
The 2004 TriCo Bancshares Deferred Compensation Plan

I.       PRIMARY DESIGNATION
         (You may  refer  to the  beneficiary designation information  prior  to
         completion of this form.)

A.       Person(s) as a Primary Designation:
         (Please indicate the percentage for each beneficiary.)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

B.       Estate as a Primary Designation:

My Primary  Beneficiary is The Estate of
                                          --------------------------------------
as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Primary Designation:

Name of the Trust:
                    ------------------------------------------------------------
Execution Date of the Trust:       /       /
                             -----   -----   ---------
Name of the Trustee:
                     -----------------------------------------------------------

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each
beneficiary):
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

Is this an Irrevocable Life Insurance Trust?           Yes              No
                                              --------         --------
(If yes and this designation is for a Split Dollar  agreement,  an Assignment of
Rights form should be completed.)

                                      -22-
II.     SECONDARY (CONTINGENT) DESIGNATION

A.       Person(s) as a Secondary (Contingent)Designation:
         (Please indicate the percentage for each beneficiary.)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

B.       Estate as a Secondary (Contingent) Designation:

My Secondary Beneficiary is The Estate of
                                          --------------------------------------
as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Secondary (Contingent) Designation:

Name of the Trust:
                    ------------------------------------------------------------
Execution Date of the Trust:       /       /
                             -----   -----   ---------
Name of the Trustee:
                     -----------------------------------------------------------

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each

beneficiary):
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

All sums payable under this Agreement by reason of my death shall be paid to the
Primary  Beneficiary(ies),  if  he  or  she  survives  me,  and  if  no  Primary
Beneficiary(ies)   shall  survive  me,  then  to  the   Secondary   (Contingent)
Beneficiary(ies).  This  beneficiary  designation is valid until the participant
notifies the bank in writing.

---------------------------------------                   ----------------------
Participant's Signature                                            Date

                                      -23-
Exhibit 10.12

Tri Counties Bank Supplemental  Retirement Plan for Directors dated September 1,
1987, as restated January 1, 2001, and amended January 1, 2004

                                TRI COUNTIES BANK

                   SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS

                           Effective September 1, 1987
                         Restated as of January 1, 2001
                             Amended January 1, 2004
TABLE OF CONTENTS

ARTICLE I - PURPOSE EFFECTIVE DATE                                    3

ARTICLE II - PARTICIPATION                                            3
    2.1      Eligibility and Participation                            3

ARTICLE III - BENEFITS                                                3
    3.1      Benefits                                                 3
    3.2      Amount of Benefit                                        3
    3.3      Years of Service                                         4
    3.4      Change in Control                                        4
    3.5      Withholding Payroll Taxes                                4
    3.6      Payment to Guardian                                      4

ARTICLE IV - BENEFICIARY DESIGNATION                                  4
4.1      Beneficiary Designation                                      4
    4.2      Amendments; Marital Status                               5
    4.3      No Participant Designation                               5
4.4      Effect of Payment

ARTICLE V - ADMINISTRATION                                            5
    5.1      Board; Duties                                            5
    5.2      Agents                                                   5
    5.3      Binding Effect of Decisions                              5
    5.4      Indemnity of Board                                       5

ARTICLE VI - CLAIMS PROCEDURE                                         5
    6.1      Claim                                                    5
    6.2      Denial of Claim                                          5
    6.3      Review of Claim                                          6
    6.4      Final Decision                                           6

ARTICLE VII - TERMINATION, SUSPENSION OR AMENDMENT                    6
    7.1      Termination, Suspension or Amendment of Plan             6

ARTICLE VII - MISCELLANEOUS                                           6
    8.1      Unfunded Plan                                            6
    8.2      Unsecured General Creditor                               6
    8.3      Trust Fund                                               6
    8.4      Nonassignability                                         7
    8.5      Not a Contract of Employment                             7
    8.6      Protective Provisions                                    7
    8.7      Terms                                                    7
    8.8      Captions                                                 7
    8.9      Governing Law                                            7
    8.10     Validity                                                 7
    8.11     Notice                                                   7
    8.12     Successors                                               8

                                      -2-
TRI COUNTIES BANK

                   SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS

                         RESTATED AS OF JANUARY 1, 2001

                          AMENDED AS OF JANUARY 1, 2004

                       ARTICLE I--PURPOSE; EFFECTIVE DATE

     The purpose of this Supplemental Retirement Plan for Directors (the "Plan")
is to provide  supplemental  retirement  benefits  for  nonemployee  ("outside")
Directors of TriCo  Bancshares,  Tri Counties  Bank and other  subsidiaries  and
affiliates (the "Employer") who have attained "Director  Emeritus" status. It is
intended that the Plan will aid in retaining and attracting outside directors of
exceptional  ability by providing them with these  benefits.  This Plan shall be
effective as of September 1, 1987.

                            ARTICLE II--PARTICIPATION

         2.1      Eligibility and Participation.

          (a)  Eligibility. Eligibility to participate in the Plan is limited to
          outside directors of the Employer who terminated their services to the
          Employer on or before December 31, 2003.

          (b)  Participation.  A Director's  participation  in the Plan shall be
          effective upon  notification  of such person by the Board of Directors
          (the  "Board")  of  eligibility  to   participate,   completion  of  a
          Participation   Agreement  by  such  person  and   acceptance  of  the
          Participation Agreement by the Board.  Participation in the Plan shall
          continue until such time as the Participant  terminates his service on
          the Board and as long  thereafter  as the  Participant  is eligible to
          receive benefits under this Plan.

                              ARTICLE III--BENEFITS

         3.1      Benefits.

          (a)  A benefit  under  this Plan  shall be paid to the  Director  upon
          termination  of service  with the Board,  provided the Director has at
          least ten (10) Years of Service or the Director is terminating after a
          Change in  Control.  A benefit  shall  also be paid to the  designated
          Beneficiary(ies)  of the  Director  in the event of his death prior to
          termination of service with the Board.

         3.2      Amount of Benefit.

          (a)  Normal Benefit.  For Participants  terminating  after ten (10) or
          more Years of Service,  the benefit  stated in Section 3.1 above shall
          be equal to  fifteen  (15) times the amount of the base Board fee (not
          including  Chairmanship or Committee fees) paid to the Director in his
          final year of service  with the Board.  The  benefit  shall be paid in
          fifteen (15) equal  installments.  This benefit shall  commence at the
          later of the Participant's fifty-fifth (55th) birthday or termination.
          If a Participant  terminates  before age sixty-five  (65),  other than
          after a Change  in  Control,  the  benefit  shall be  reduced  by four
          percent  (4%)  for  each  full  year  benefits   commence  before  age
          sixty-five (65) and a prorated percentage for partial years.

          (b)  Change-in-Control Benefit. For Participants who terminate after a
          Change in Control with less than ten (10) years,  the benefit provided
          in Section 3.2(a) above shall be multiplied by a fraction equal to the
          number of Years of  Service  (not to exceed  ten (10))  divided by ten
          (10).  For  Participants  with ten (10) or more Years of Service,  the
          benefit  amount  shall be the amount as  provided  in  Section  3.2(a)
          above.  Benefits  payable  under this Section  3.2(b) shall be payable
          upon  termination  of the director  without any  reduction for payment
          prior to age sixty-five (65).

                                      -3-
(c)  If a Participant dies prior to terminating  service on the Board,
          a benefit  equal to the amount  provided  for in Section  3.2(a) above
          shall be paid to the Participant's Beneficiary(ies). Such amount shall
          be payable immediately without reduction.

         3.3      Years of Service.

               "Years of  Service"  shall mean the number of years the  Director
          has served on the Board. If a Change in Control has occurred, Years of
          Service  shall  equal the  greater  of Actual  Years of Service or ten
          (10).

         3.4      Change in Control.

          A "Change in Control" shall occur:

          (a)  Upon TriCo Bancshares' knowledge that any person (as such term is
          used in Sections 13(d) and 14(d)(2) of the Securities  Exchange Act of
          1934, as amended) is or becomes "the beneficial  owner" (as defined in
          Rule 13d-3 of the  Exchange  Act),  directly or  indirectly,  of TriCo
          Bancshares  shares  representing  forty  percent  (40%) or more of the
          combined voting power of the then outstanding securities; or

          (b)  Upon the first  purchase of the Common Stock of TriCo  Bancshares
          pursuant  to a tender  or  exchange  offer  (other  than a  tender  or
          exchange offer made by TriCo Bancshares); or

          (c)  Upon the approval by the  stockholders  of TriCo  Bancshares of a
          merger or consolidation (other than a merger or consolidation in which
          TriCo  Bancshares  is the  surviving  corporation  and which  does not
          result in any  reclassification or reorganization of TriCo Bancshares'
          then  outstanding  securities),  a  sale  or  disposition  of  all  or
          substantially all of TriCo Bancshares' assets or a plan of liquidation
          or dissolution of TriCo Bancshares; or

          (d)  If, during any period of two (2) consecutive  years,  individuals
          who at the beginning of such period  constitute the Board of Directors
          of TriCo  Bancshares  cease for any  reason to  constitute  at least a
          majority  thereof,  unless the election or nomination for the election
          by the  stockholders  of TriCo  Bancshares  of each new  director  was
          approved by a vote of at least  two-thirds of the directors then still
          in office who were directors at the beginning of the period.

         3.5      Withholding Payroll Taxes.

          The Employer  shall  withhold from  payments made  hereunder any taxes
          required  to be withheld  from a  Participant's  wages under  federal,
          state or local  law.  However,  a  Beneficiary  may  elect not to have
          withholding  for  federal  income  tax  purposes  pursuant  to Section
          3405(a) (2) of the Internal  Revenue Code, or any successor  provision
          thereto.

         3.6      Payment to Guardian.

          If a  Plan  benefit  is  payable  to a  minor  or  a  person  declared
          incompetent  or to a person  incapable of handling the  disposition of
          his property, the Board may direct payment of such Plan benefit to the
          guardian,  legal  representative or person having the care and custody
          of such minor,  incompetent or person.  The Board may require proof of
          incompetency,  minority,  incapacity  or  guardianship  as it may deem
          appropriate   prior  to  distribution   of  the  Plan  benefit.   Such
          distribution  shall  completely  discharge  the Board and the Employer
          from all liability with respect to such benefit.

                       ARTICLE IV--BENEFICIARY DESIGNATION

         4.1      Beneficiary Designation.

          Each  Participant  shall have the right, at any time, to designate any
          person or persons as his Beneficiary or Beneficiaries (both primary as
          well as secondary)  to whom benefits  under this Plan shall be paid in
          the  event  of  his  death  prior  to  complete  distribution  to  the
          Participant  of the  benefits  due under the  Plan.  Each  Beneficiary
          designation  shall be in a written form  prescribed by the Board,  and
          will  be  effective   only  when  filed  with  the  Board  during  the
          Participant's lifetime.

                                      -4-
4.2      Amendments; Marital Status.

          Any Beneficiary  designation  may be changed by a Participant  without
          the  consent  of any  designated  Beneficiary  by the  filing of a new
          Beneficiary   designation   with  the  Board.  The  filing  of  a  new
          Beneficiary designation form will cancel all Beneficiary  designations
          previously  filed.  If  a  Participant's   Compensation  is  community
          property, any Beneficiary designation shall be valid or effective only
          as permitted under applicable law.

         4.3      No Participant Designation.

          In the  absence of an  effective  Beneficiary  designation,  or if all
          designated  Beneficiaries  predecease the  Participant or die prior to
          complete  distribution  of  the  Participant's   benefits,   then  the
          Participant's  designated  Beneficiary  shall  be  deemed  to  be  the
          Participant's estate.

         4.4      Effect of Payment.

          The payment to the deemed  Beneficiary shall completely  discharge the
          Employer's obligations under this Plan.

                            ARTICLE V--ADMINISTRATION

         5.1      Board; Duties.

          This Plan shall be administered by the Board. The Board shall have the
          authority to make, amend, interpret, and enforce all appropriate rules
          and  regulations  for the  administration  of this Plan and  decide or
          resolve any and all questions including  interpretations of this Plan,
          as  may  arise  in  connection   with  the  Plan.  The  Board  may  be
          Participants under this Plan.

         5.2      Agents.

          In the  administration of this Plan, the Board may, from time to time,
          employ agents and delegate to them such administrative  duties as they
          see fit,  and may from time to time  consult  with  counsel who may be
          counsel to the Employer.

         5.3      Binding Effect of Decisions.

          The decision or action of the Board in respect of any question arising
          out of or in connection with the  administration,  interpretation  and
          application  of the Plan and the  rules  and  regulations  promulgated
          hereunder  shall be final and  conclusive and binding upon all persons
          having any interest in the Plan.

         5.4      Indemnity of Board.

          To  the  extent  permitted  by  applicable  law,  the  Employer  shall
          indemnify,  hold  harmless  and defend the Board  against  any and all
          claims, loss, damage,  expense or liability arising from any action or
          failure to act with respect to this Plan,  provided that the Board was
          acting in accordance with the applicable standard of care.

                          ARTICLE VI--CLAIMS PROCEDURE

         6.1      Claim.

          Any person claiming a benefit,  requesting an interpretation or ruling
          under the Plan, or requesting information under the Plan shall present
          the  request in  writing to the Board who shall  respond in writing as
          soon as practicable.

         6.2      Denial of Claim.

          If the claim or request is denied, the written notice of denial should
          state:

          (a)  The  reason  for  denial,  with  specific  reference  to the Plan
          provisions on which the denial is based.

                                      -5-
(b)  A description of any additional material or information  required
          and an explanation of why it is necessary.

          (c)  An explanation of the Plan's claims review procedure.

         6.3      Review of Claim.

          Any person  whose claim or request is denied or who has not received a
          response  within thirty (30) days may request a review by notice given
          in writing to the Board. The claim or request shall be reviewed by the
          Board who may,  but shall not be  required  to,  grant the  claimant a
          hearing.  On review,  the  claimant may have  representation,  examine
          pertinent documents, and submit issues and comments in writing.

         6.4      Final Decision.

          The decision on review shall  normally be made within sixty (60) days.
          If an  extension  of time is required  for a hearing or other  special
          circumstances, the claimant shall be notified and the time limit shall
          be one hundred twenty (120) days. The decision shall be in writing and
          shall state the reason and the relevant Plan provisions. All decisions
          on review shall be final and bind all parties concerned.

                ARTICLE VII--TERMINATION, SUSPENSION OR AMENDMENT

         7.1      Termination, Suspension or Amendment of Plan.

          The Board may, in its sole discretion,  terminate or suspend this Plan
          at any time or from time to time,  in whole or in part.  The Board may
          amend this Plan at any time or from time to time.  Any  amendment  may
          provide  different  benefits or amounts of benefits  from those herein
          set forth. However, no such termination, suspension or amendment shall
          adversely affect the benefits of Participants which have accrued prior
          to such action,  the benefits of any  Participant  who has  previously
          retired,  or the benefits of any  Beneficiary of a Participant who has
          previously died.

                           ARTICLE VIII--MISCELLANEOUS

         8.1      Unfunded Plan.

          This Plan is intended to be an unfunded plan  maintained  primarily to
          provide  deferred   compensation   benefits  for  a  select  group  of
          "management  or highly  compensated  employees"  within the meaning of
          Sections 201, 301 and 401 of the Employee  Retirement  Income Security
          Act of 1974, as amended ("ERISA"), and therefore to be exempt from the
          provisions of Parts 2, 3 and 4 of Title I of ERISA.  Accordingly,  the
          Plan shall  terminate and no further  benefits shall be paid hereunder
          in the event it is determined by a court of competent  jurisdiction or
          by an opinion of counsel that the Plan constitutes an employee pension
          benefit  plan within the meaning of Section 3(2) of ERISA which is not
          so exempt.

         8.2      Unsecured General Creditor.

          Participants and their  Beneficiaries,  heirs,  successors and assigns
          shall have no legal or  equitable  rights,  interest  or claims in any
          property or assets of the  Employer,  nor shall they be  Beneficiaries
          of, or have any  rights,  claims or  interests  in any life  insurance
          policies,  annuity contracts or the proceeds  therefrom owned or which
          may be acquired by the Employer.  Except as may be provided in Section
          8.3, such policies,  annuity contracts or other assets of the Employer
          shall not be held  under any trust for the  benefit  of  Participants,
          their Beneficiaries,  heirs, successors or assigns, or held in any way
          as collateral  security for the  fulfilling of the  obligations of the
          Employer  under this Plan.  Any and all of the  Employer's  assets and
          policies shall be, and remain,  the general,  unpledged,  unrestricted
          assets of the Employer. The Employer's obligation under the Plan shall
          be that of an  unfunded  and  unsecured  promise  to pay  money in the
          future.

         8.3      Trust Fund.

          The  Employer  shall be  responsible  for the payment of all  benefits
          provided under the Plan. At its discretion, the Employer may establish
          one (1) or more trusts,  with such  trustees as the Board may approve,
          for the purpose of providing  for the payment of such  benefits.  Such
          trust or trusts may be  irrevocable,  but the assets  thereof shall be
          subject to the claims of the Employer's  creditors.  To the extent any
          benefits  provided  under  the Plan are  actually  paid  from any such
          trust,  the  Employer  shall have no further  obligation  with respect
          thereto, but to the extent not so paid, such benefits shall remain the
          obligation of, and shall be paid by, the Employer.

                                      -6-
8.4      Nonassignability.

          Neither a  Participant  nor any other  person  shall have any right to
          commute,  sell,  assign,  transfer,  pledge,  anticipate,  mortgage or
          otherwise  encumber,  transfer,  hypothecate  or convey in  advance of
          actual receipt the amounts,  if any,  payable  hereunder,  or any part
          thereof, which are, and all rights to which are, expressly declared to
          be  unassignable  and  nontransferable.  No part of the amount payable
          shall, prior to actual payment, be subject to seizure or sequestration
          for  the  payment  of  any  debts,  judgments,   alimony  or  separate
          maintenance  owed  by a  Participant  or  any  other  person,  nor  be
          transferable  by operation of law in the event of a  Participant's  or
          any other person's bankruptcy or insolvency.

         8.5      Not a Contract of Employment.

          The  terms  and  conditions  of  this  Plan  shall  not be  deemed  to
          constitute  a contract  of  employment  between the  Employer  and the
          Participant,  and the Participant (or his  Beneficiary)  shall have no
          rights  against the Employer  except as may otherwise be  specifically
          provided  herein.  Moreover,  nothing  in this Plan shall be deemed to
          give a  Participant  the right to be  retained  in the  service of the
          Employer or to interfere  with the right of the Employer to discipline
          or discharge him at any time.

         8.6      Protective Provisions.

          A Participant  will  cooperate with the Employer by furnishing any and
          all information  requested by the Employer, in order to facilitate the
          payment  of  benefits   hereunder,   and  by  taking   such   physical
          examinations  as the Employer may deem necessary and taking such other
          action as may be requested by the Employer.

         8.7      Terms.

          Whenever  any words are used  herein in the  masculine,  they shall be
          construed  as though they were used in the feminine in all cases where
          they would so apply;  and  wherever  any words are used  herein in the
          singular or in the plural, they shall be construed as though they were
          used in the plural or singular, as the case may be, in all cases where
          they would so apply.

         8.8      Captions.

          The captions of the articles, sections and paragraphs of this Plan are
          for  convenience  only and shall not  control or affect the meaning or
          construction of any of its provisions.

         8.9      Governing Law.

          The  provisions  of this  Plan  shall be  construed,  interpreted  and
          governed in all respects in  accordance  with  applicable  federal law
          and, to the extent not  preempted by such  federal law, in  accordance
          with the laws of the State of California.

         8.10     Validity.

          If any provision of this Plan shall beheld  illegal or invalid for any
          reason, the remaining  provisions shall nevertheless  continue in full
          force and effect without being impaired or invalidated in any way.

         8.11     Notice.

          Any notice or filing  required or  permitted  to be given to the Board
          under the Plan shall be sufficient  if in writing and hand  delivered,
          or sent by  registered  or  certified  mail,  to any Board,  or to the
          Employer's  statutory  agent.  Such notice shall be deemed given as of
          the date of delivery  or, if delivery is made by mail,  as of the date
          shown  on  the   postmark   on  the  receipt   for   registration   or
          certification.

                                      -7-
8.12     Successors.

          The provisions of this Plan shall bind and inure to the benefit of the
          Employer and its successors and assigns.  The term  successors as used
          herein  shall  include any  corporate or other  business  entity which
          shall, whether by merger, consolidation, purchase or otherwise acquire
          all or  substantially  all of the business and assets of the Employer,
          and successors of any such corporation or other business entity.

                                   TRICO BANCSHARES

                             By:  /s/ Wendell J. Casey
                                  ----------------------------------------------
                                    Chairman

                             By:  /s/ Wendell J. Lundberg
                                  ----------------------------------------------
                                    Secretary

                             Dated: August 3, 2004
                                   --------------------------
Exhibit 10.13

The 2004 TriCo Bancshares  Supplemental  Retirement Plan for Directors effective
January 1, 2004

                            THE 2004 TRICO BANCSHARES

                   SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS

                            Effective January 1, 2004
TABLE OF CONTENTS

                                                                    PAGE
ARTICLE I-- PURPOSE, EFFECTIVE DATE                                   4

ARTICLE II-- PARTICIPATION                                            4
2.1         Eligibility and Participation                             4

ARTICLE III-- BENEFITS                                                4
3.1         Benefits                                                  4
3.2         Amount of Benefit                                         4
3.3         Years of Service                                          5
3.4         Change in Control                                         5
3.5         Withholding; Payroll Taxes                                5
3.6         Involuntary Removal                                       6

ARTICLE IV-- ADMINISTRATION                                           6
4.1         Board; Duties                                             6
4.2         Agents                                                    6
4.3         Binding Effect of Decisions                               6
4.4         Indemnity of Board                                        6

ARTICLE V-- CLAIMS PROCEDURE                                          7
5.1         Claim                                                     7
5.2         Denial of Claim                                           7
5.3         Review of Claim                                           7
5.4         Final Decision                                            7

ARTICLE VI-- BENEFICIARY DESIGNATION                                  7
6.1         Beneficiary Designation                                   7
6.2         Amendments, Marital Status                                7
6.3         No Participant Designation                                8
6.4         Effect of Payment                                         8

ARTICLE VII-- TERMINATION, SUSPENSION OR AMENDMENT                    8
7.1         Termination, Suspension or Amendment of Plan              8

ARTICLE VIII-- MISCELLANEOUS                                          8
8.1         Unfunded Plan                                             8
8.2         Unsecured General Creditor                                9
8.3         Trust Fund                                                9
8.4         Nonassignability                                          9
8.5         Not a Contract of Employment                              9
8.6         Protective Provisions                                     9
8.7         Terms                                                     9
8.8         Captions                                                 10
8.9         Governing Law                                            10
8.10        Validity                                                 10
8.11        Notice                                                   10
8.12        Successors                                               10

                                      -2-
TABLE OF CONTENTS (continued)                                       PAGE

EXHIBIT 1 Participation Agreement                                    11

EXHIBIT 2 Beneficiary Designation                                    12

                                      -3-
THE 2004 TRICO BANCSHARES

                   SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS

ARTICLE I--PURPOSE; EFFECTIVE DATE

     The purpose of this Supplemental Retirement Plan for Directors (the "Plan")
is to provide  supplemental  retirement  benefits  for  nonemployee  ("outside")
Directors of TriCo  Bancshares,  Tri Counties  Bank and other  subsidiaries  and
affiliates (the "Employer") who have attained "Director  Emeritus" status. It is
intended that the Plan will aid in retaining and attracting outside directors of
exceptional  ability by providing them with these  benefits.  This Plan shall be
effective as of January 1, 2004.

ARTICLE II--PARTICIPATION

2.1        Eligibility and Participation

     (a)  Eligibility.  Eligibility  to  participate  in the Plan is  limited to
     outside directors of the Employer.

     (b)  Participation.  A  Director's  participation  in  the  Plan  shall  be
     effective upon  notification  of such person by the Board of Directors (the
     "Board") of  eligibility  to  participate,  completion  of a  Participation
     Agreement by such person and acceptance of the  Participation  Agreement by
     the Board.  Participation in the Plan shall continue until such time as the
     Participant  terminates his service on the Board and as long  thereafter as
     the Participant is eligible to receive benefits under this Plan.

ARTICLE III--BENEFITS

3.1        Benefits

     A benefit under this Plan shall be paid to the Director upon termination of
service with the Board, provided the Director has at least fifteen (15) Years of
Service, or the Director is terminating service following a Change in Control.

3.2       Amount of Benefit

     (a)  Normal  Retirement  Benefit.  The benefit  stated in Section 3.1 above
     shall be  equal  to the base  Board  fee  (not  including  Chairmanship  or
     Committee  fees) paid to the Director in his final year of service with the
     Board. The benefit shall be payable in annual installments,  commencing one
     month  after  the  termination  of  service  by the  Director  and on  each
     anniversary  thereafter.  The benefit  shall be payable for the life of the
     Director.  This benefit shall commence upon the Directors retirement at the
     later  of the  Director's  attained  age  sixty-five  (65),  or  after  the
     attainment of fifteen (15) years of service.

     (b)  Alternate  Normal  Retirement  Benefits.  The  Participant may elect a
     joint and survivor  annuity,  payable for the life of the  Participant  and
     their  spouse  provided  that  the  alternate   benefit  has  an  Actuarial
     Equivalent Value equal to the Normal Benefit.  "Actuarial Equivalent Value"
     means  equivalence  in value  between  two or more  forms  and/or  times of
     payment based on a determination by an actuary chosen by the Company, using
     sound actuarial assumptions at the time of such determination.

                                      -4-
(c)  Change-in-Control Benefit. In the event the service of the Participant
     is terminated  pursuant to a Change in Control,  the  Participant  shall be
     eligible to receive the benefits provided in Section 3.2(a),  3.2(b) or 3.2
     (d) as though the  Participant's  service  was  terminated  with credit for
     fifteen (15) Years of Service.

     (d)  Early Retirement  Benefit.  A Participant may elect to retire prior to
     the attainment of age sixty-five (65), provided they have attained at least
     fifteen (15) Years of Service and are at least  fifty-five  (55) years old.
     If the Participant elects to retire before the Participant's  attainment of
     age sixty-five  (65), the monthly Benefit shall be reduced by .5% per month
     for  each  month  by which  the  benefit  commencement  date  precedes  the
     Participant's  age sixty-five  (65); In no event shall the  commencement of
     benefits  precede  the  Participant's   fifty-fifth  (55th)  birthday.  The
     percentages stated above shall be prorated for partial months.

3.3        Years of Service

     "Years of Service"  shall mean the number of years the  Director has served
on the Board. If a Change in Control has occurred,  Years of Service shall equal
the greater of Actual Years of Service or fifteen (15) years.

3.4        Change in Control

     A "Change in Control" shall occur:

     (a)  Upon TriCo Bancshares' knowledge that any person (as such term is used
     in Sections 13(d) and 14(d)(2) of the  Securities  Exchange Act of 1934, as
     amended) is or becomes "the beneficial  owner" (as defined in Rule 13d-3 of
     the Exchange  Act),  directly or  indirectly,  of TriCo  Bancshares  shares
     representing  forty percent  (40%) or more of the combined  voting power of
     the then outstanding securities; or

     (b)  Upon the  first  purchase  of the  Common  Stock  of TriCo  Bancshares
     pursuant  to a tender or  exchange  offer  (other than a tender or exchange
     offer made by TriCo Bancshares); or

     (c)  Upon the approval by the  stockholders of TriCo Bancshares of a merger
     or  consolidation  (other  than a merger or  consolidation  in which  TriCo
     Bancshares  is the surviving  corporation  and which does not result in any
     reclassification  or  reorganization  of TriCo Bancshares' then outstanding
     securities),  a sale or  disposition of all or  substantially  all of TriCo
     Bancshares'  assets  or a plan  of  liquidation  or  dissolution  of  TriCo
     Bancshares; or

     (d)  If, during any period of two (2) consecutive years, individuals who at
     the  beginning  of such period  constitute  the Board of Directors of TriCo
     Bancshares cease for any reason to constitute at least a majority  thereof,
     unless the election or nomination for the election by the  stockholders  of
     TriCo  Bancshares  of each new  director was approved by a vote of at least
     two-thirds of the directors  then still in office who were directors at the
     beginning of the period.

3.5       Withholding; Payroll Taxes

     The Employer shall withhold from payments made hereunder any taxes required
to be withheld under federal, state or local law.

                                      -5-
3.6 Involuntary Removal

     If a  Participant's  service  is  terminated  as a member  of the  Board of
Directors  of TriCo  Bancshares  or an affiliate  or  subsidiary  for any reason
identified  in (a) (b) (c) or (d)  below,  the  Participant  shall  forfeit  all
benefits payable under this Plan.

     (a)  Gross negligence or gross neglect

     (b)  The  commission of a felony,  misdemeanor,  or any other act involving
          moral  turpitude,  fraud, or dishonesty  which has a material  adverse
          impact on the Bank.

     (c)  The willful and  intentional  disclosure,  without  authority,  of any
          secret or  confidential  information  concerning  the Bank which has a
          material adverse impact on the Bank.

     (c)  The willful and  intentional  violation of the rules or regulations of
          any regulatory agency or government authority having jurisdiction over
          the Bank, which has a material adverse impact on the Bank

ARTICLE IV--ADMINISTRATION

  4.1       Board; Duties

     This Plan  shall be  administered  by the Board.  The Board  shall have the
authority  to make,  amend,  interpret,  and enforce all  appropriate  rules and
regulations  for the  administration  of this Plan and decide or resolve any and
all questions including interpretations of this Plan, as may arise in connection
with the Plan. The Board may be Participants under this Plan.

   4.2     Agents

     In the  administration  of this  Plan,  the Board  may,  from time to time,
employ agents and delegate to them such  administrative  duties as they see fit,
and may  from  time to time  consult  with  counsel  who may be  counsel  to the
Employer.

4.3        Binding Effect of Decisions

     The decision or action of the Board in respect of any question  arising out
of or in connection with the  administration,  interpretation and application of
the Plan and the rules and regulations  promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.

4.4       Indemnity of Board

     To the extent  permitted by applicable  law, the Employer shall  indemnify,
hold  harmless and defend the Board  against any and all claims,  loss,  damage,
expense or  liability  arising from any action or failure to act with respect to
this Plan,  provided that the Board was acting in accordance with the applicable
standard of care.

                                      -6-
ARTICLE V--CLAIMS PROCEDURE

5.1        Claim

     Any person claiming a benefit, requesting an interpretation or ruling under
the Plan, or requesting  information under the Plan shall present the request in
writing to the Board who shall respond in writing as soon as practicable.

5.2       Denial of Claim

     If the claim or request  is denied,  the  written  notice of denial  should
state:

     (a)  The reason for denial,  with specific reference to the Plan provisions
          on which the denial is based.
     (b)  A description of any additional  material or information  required and
          an explanation of why it is necessary.
     (c)  An explanation of the Plan's claims review procedure.

5.3        Review of Claim

     Any  person  whose  claim or  request  is denied or who has not  received a
response within thirty (30) days may request a review by notice given in writing
to the Board.  The claim or request  shall be reviewed by the Board who may, but
shall not be required to, grant the claimant a hearing.  On review, the claimant
may have  representation,  examine  pertinent  documents,  and submit issues and
comments in writing.

5.4        Final Decision

     The decision on review shall normally be made within sixty (60) days. If an
extension of time is required for a hearing or other special circumstances,  the
claimant  shall be notified and the time limit shall be one hundred twenty (120)
days.  The  decision  shall be in  writing  and shall  state the  reason and the
relevant  Plan  provisions.  All decisions on review shall be final and bind all
parties concerned.

ARTICLE VI- BENEFICIARY DESIGNATION

6.1         Beneficiary Designation

     Each Participant shall have the right, at any time, to designate any person
or  persons  as his  Beneficiary  or  Beneficiaries  (both  primary  as  well as
secondary)  to whom  benefits  under this Plan shall be paid in the event of his
death prior to complete  distribution  to the  Participant  of the  benefits due
under  the  Plan.  Each  Beneficiary  designation  shall  be in a  written  form
prescribed  by the  Committee,  and will be  effective  only when filed with the
Committee during the Participant's lifetime.

6.2        Amendments: Marital Status

     Any  Beneficiary  designation  may be changed by a Participant  without the
consent  of any  designated  Beneficiary  by  the  filing  of a new  Beneficiary
designation with the Committee. The filing of a new Beneficiary designation form
will cancel all Beneficiary  designations  previously  filed. If a Participant's
Compensation is community property,  any Beneficiary  designation shall be valid
or effective only as permitted under applicable law.

                                      -7-
6.3        No Participant Designation

     In  the  absence  of  an  effective  Beneficiary  designation,  or  if  all
designated  Beneficiaries  predecease  the  Participant or die prior to complete
distribution of the Participant's  benefits,  then the Participant's  designated
Beneficiary shall be deemed to be the Participant's estate.

6.4      Effect of Payment

     The  payment to the  deemed  Beneficiary  shall  completely  discharge  the
Employer's obligations under this Plan.

ARTICLE VII--TERMINATION, SUSPENSION OR AMENDMENT

7.1        Termination, Suspension or Amendment of Plan

     The Board may, in its sole  discretion,  terminate  or suspend this Plan at
any time or from time to time,  in whole or in part.  The  Board may amend  this
Plan at any time or from  time to time.  Any  amendment  may  provide  different
benefits or amounts of benefits  from those herein set forth.  However,  no such
termination,  suspension  or amendment  shall  adversely  affect the benefits of
Participants  which have  accrued  prior to such  action or the  benefits of any
Participant who has previously retired.

ARTICLE VIII--MISCELLANEOUS

8.1        Unfunded Plan

     This Plan is  intended  to be an  unfunded  plan  maintained  primarily  to
provide  deferred  compensation  benefits for a select group of  "management  or
highly compensated employees" within the meaning of Sections 201, 301 and 401 of
the Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),  and
therefore  to be  exempt  from the  provisions  Of Parts 2,3 and 4 of Title I of
ERISA.  Accordingly,  the Plan shall terminate and no further  benefits shall be
paid  hereunder  in  the  event  it  is  determined  by  a  court  of  competent
jurisdiction  or by an opinion of counsel that the Plan  constitutes an employee
pension benefit plan within the meaning of Section 3(2) of ERISA which is not so
exempt.

                                      -8-
8.2        Unsecured General Creditor

     Participants shall have no legal or equitable rights, interest or claims in
any property or assets of the Employer,  nor shall they be beneficiaries  of, or
have any rights,  claims or interests in any life  insurance  policies,  annuity
contracts  or the  proceeds  therefrom  owned or which  may be  acquired  by the
Employer  except as provided for under the terms of separate  Joint  Beneficiary
Agreements.  Except as may be provided in Section 7.3.  such  policies,  annuity
contracts or other assets of the Employer  shall not be held under any trust for
the benefit of Participants,  or held in any way as collateral  security for the
fulfilling of the  obligations  of the Employer  under this Plan. Any and all of
the Employer's assets and policies shall be, and remain, the general, unpledged,
unrestricted  assets of the Employer.  The Employer's  obligation under the Plan
shall be that of an unfunded and unsecured promise to pay money in the future.

8.3        Trust Fund

     The Employer shall be responsible for the payment of all benefits  provided
under the Plan.  At its  discretion,  the Employer may establish one (1) or more
trusts,  with such  trustees  as the  Board  may  approve,  for the  purpose  of
providing  for the  payment  of such  benefits.  Such  trust  or  trusts  may be
irrevocable,  but the  assets  thereof  shall be  subject  to the  claims of the
Employer's  creditors.  To the extent any benefits  provided  under the Plan are
actually paid from any such trust, the Employer shall have no further obligation
with respect thereto,  but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Employer.

8.4         Nonassignability

     Neither a Participant nor any other person shall have any right to commute,
sell, assign,  transfer,  pledge,  anticipate,  mortgage or otherwise  encumber,
transfer,  hypothecate  or convey in advance of actual  receipt the amounts,  if
any, payable hereunder,  or any part thereof, which are, and all rights to which
are, expressly declared to be unassignable and  nontransferable.  No part of the
amount  payable  shall,  prior to actual  payment,  be  subject  to  seizure  or
sequestration  for the  payment of any  debts,  judgments,  alimony or  separate
maintenance  owed by a Participant or any other person,  nor be  transferable by
operation  of  law  in the  event  of a  Participant's  or  any  other  person's
bankruptcy or insolvency.

8.5       Not a Contract of Employment

     The terms and  conditions  of this Plan shall not be deemed to constitute a
contract  of  employment  between  the  Employer  and the  Participant,  and the
Participant shall have no rights against the Employer except as may otherwise be
specifically provided herein. Moreover,  nothing in this Plan shall be deemed to
give a Participant the right to be retained in the service of the Employer or to
interfere  with the right of the Employer to  discipline or discharge him at any
time.

8.6        Protective Provisions

     A Participant  will  cooperate  with the Employer by furnishing any and all
information  requested by the Employer,  in order to  facilitate  the payment of
benefits hereunder, and by taking such physical examinations as the Employer may
deem necessary and taking such other action as may be requested by the Employer.

8.7        Terms

     Whenever  any  words  are  used  herein  in the  masculine,  they  shall be
construed as though they were used in the feminine in all cases where they would
so apply;  and  wherever  any words are used  herein in the  singular  or in the
plural,  they  shall be  construed  as though  they  were used in the  plural or
singular, as the case may be, in all cases where they would so apply.

                                      -9-
8.8        Captions

     The captions of the articles,  sections and paragraphs of this Plan are for
convenience  only and shall not control or affect the meaning or construction of
any of its provisions.

8.9        Governing Law

     The provisions of this Plan shall be construed, interpreted and governed in
all respects in accordance  with  applicable  federal law and, to the extent not
preempted  by such  federal  law,  in  accordance  with the laws of the State of
California.

8.10        Validity

     If any  provision  of this Plan shall  beheld  illegal  or invalid  for any
reason, the remaining  provisions shall nevertheless  continue in full force and
effect without being impaired or invalidated in any way.

8.11       Notice

     Any notice or filing  required or  permitted to be given to the Board under
the Plan  shall be  sufficient  if in  writing  and hand  delivered,  or sent by
registered  or certified  mail,  to any Board,  or to the  Employer's  statutory
agent.  Such  notice  shall be deemed  given as of the date of  delivery  or, if
delivery  is made by mail,  as of the date shown on the  postmark on the receipt
for registration or certification.

8.12       Successors

     The  provisions  of this Plan  shall  bind and inure to the  benefit of the
Employer and its  successors  and assigns.  The term  successors  as used herein
shall include any  corporate or other  business  entity which shall,  whether by
merger, consolidation, purchase or otherwise acquire all or substantially all of
the business and assets of the Employer,  and successors of any such corporation
or other business entity.

                                   TRICO BANCSHARES

                             By:  /s/ William J. Casey
                                  ----------------------------------------------
                                    Chairman

                             By:  /s/ Wendell J. Lundberg
                                  ----------------------------------------------
                                    Secretary

                             Dated: August 3, 2004
                                   --------------------------

                                      -10-
Exhibit 1

Participation Agreement
The 2004 TriCo Bancshares Supplemental Retirement Plan for Directors

Participant:                        (INSERT NAME)
                        -------------------------------------

Eligibility Date:            (INSERT DATE OF ELIGIBILITY)
                        -------------------------------------

The above named  Participant is authorized to receive  benefits  pursuant to the
2004  TriCo  Bancshares  Supplemental  Retirement  Plan for  Directors.  Benefit
accrual shall commence as of the Eligibility Date listed above.

Waiver and Release of Claims
In  granting  this  benefit  to  the  Participant,   TriCo  Bancshares  and  the
Participant  acknowledge that any benefits earned in the 1987 Plan are frozen at
the level accrued as of December 31, 2003. The parties mutually agree that these
benefits will be provided by the 2004 TriCo Bancshares  Supplemental  Retirement
Plan for Directors  which  replaces any benefits the  Participant  may have been
eligible to receive  pursuant to the Tri Counties Bank  Supplemental  Retirement
Plan for  Directors  September 1, 1987 and  restated as of January 1, 2001.  The
parties mutually agree that any obligations due the Participant  under the terms
of the 1987 Plan are  fully  satisfied  by the  benefits  provided  by the TriCo
Bancshares 2004 Supplemental Executive Retirement Plan.

Participant:
                    ------------------------------------
                                 (type name)

TriCo Bancshares:
                    ------------------------------------
                           (authorized executive)

Date:
                    ------------------------------------
                         (date Agreement is signed)

                                      -11-
EXHIBIT 2

Beneficiary Designation Form
The 2004 TriCo Bancshares Supplemental Retirement Plan For Directors

I.       PRIMARY DESIGNATION
         (You may  refer  to the  beneficiary designation information  prior  to
         completion of this form.)

A.       Person(s) as a Primary Designation:
         (Please indicate the percentage for each beneficiary.)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

B.       Estate as a Primary Designation:

My Primary  Beneficiary is The Estate of
                                          --------------------------------------
as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Primary Designation:

Name of the Trust:
                    ------------------------------------------------------------
Execution Date of the Trust:       /       /
                             -----   -----   ---------
Name of the Trustee:
                     -----------------------------------------------------------

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each
beneficiary):
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

Is this an Irrevocable Life Insurance Trust?           Yes              No
                                              --------         --------
(If yes and this designation is for a Split Dollar  agreement,  an Assignment of
Rights form should be completed.)

                                      -12-
II.     SECONDARY (CONTINGENT) DESIGNATION

A.       Person(s) as a Secondary (Contingent)Designation:
         (Please indicate the percentage for each beneficiary.)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

B.       Estate as a Secondary (Contingent) Designation:

My Secondary Beneficiary is The Estate of
                                          --------------------------------------
as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Secondary (Contingent) Designation:

Name of the Trust:
                    ------------------------------------------------------------
Execution Date of the Trust:       /       /
                             -----   -----   ---------
Name of the Trustee:
                     -----------------------------------------------------------

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each

beneficiary):
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

All sums payable under this Agreement by reason of my death shall be paid to the
Primary  Beneficiary(ies),  if  he  or  she  survives  me,  and  if  no  Primary
Beneficiary(ies)   shall  survive  me,  then  to  the   Secondary   (Contingent)
Beneficiary(ies).  This  beneficiary  designation is valid until the participant
notifies the bank in writing.

---------------------------------------                   ----------------------
Participant                                                        Date

                                      -13-
Exhibit 10.14

Tri Counties Bank Supplemental  Executive Retirement Plan effective September 1,
1987, and amended and restated January 1, 2004

                                TRI COUNTIES BANK

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                           Effective September 1, 1987

                      Amended and restated January 1, 2004
TABLE OF CONTENTS

ARTICLE I         PURPOSE; EFFECTIVE DATE                             4

ARTICLE II        DEFINITIONS                                         4
    2.1      Actuarial Equivalent                                     4
    2.2      Beneficiary                                              4
    2.3      Board                                                    4
    2.4      Change in Control                                        4
    2.5      Committee                                                4
    2.6      Compensation                                             4
    2.7      Disability                                               5
    2.8      Early Retirement Date                                    5
    2.9      Employer                                                 5
    2.10     Final Average Compensation                               5
    2.11     Normal Retirement Date                                   5
    2.12     Participant                                              5
    2.13     Participant Agreement                                    5
    2.14     Retirement                                               5
    2.15     Supplemental Retirement Benefit                          5
    2.16     Target Retirement Percentage                             5
    2.17     Years of Credited Service                                5

ARTICLE III       PARTICIPATION AND VESTING                           5
    3.1      Eligibility and Participation                            5
    3.2      Change in Employment Status                              6
    3.3      Vesting                                                  6
    3.4      Suicide; Misrepresentation                               6
    3.5      Discharge for Cause                                      6

ARTICLE IV        SURVIVOR BENEFITS                                   6
    4.1      Pre-Determination Survivor Benefit                       6
    4.2      Post-Termination Survivor Benefit                        6

ARTICLE V         SUPPLEMENTAL RETIREMENT BENEFITS                    7
    5.1      Normal Retirement Benefit                                7
    5.2      Early Retirement Benefit                                 7
    5.3      Early Termination Benefits                               8
    5.4      Reduction for Early Commencement of Benefits             8
    5.5      Form of Benefit Payment                                  8
    5.6      Commencement of Benefit Payments                         8
    5.7      Withholding; Payroll Taxes                               8
    5.8      Payment to Guardian                                      8

ARTICLE VI        BENEFICIARY DESIGNATION                             8
    6.1      Beneficiary Designation                                  8
    6.2      Amendments; Marital Status                               9
    6.3      No Participant Designation                               9
    6.4      Effect of Payment                                        9

ARTICLE VII       ADMINISTRATION                                      9
    7.1      Committee; Duties                                        9
    7.2      Agents                                                   9
    7.3      Binding Effect of Decisions                              9
    7.4      Indemnity of Committee                                   9

                                      -2-
ARTICLE VIII      CLAIMS PROCEDURE                                    9
    8.1      Claim                                                    9
    8.2      Denial of Claim                                          9
    8.3      Review of Claim                                         10
    8.4      Final Decision                                          10

ARTICLE IX        TERMINATION, SUSPENSION OR AMENDMENT               10
    9.1      Termination, Suspension or Amendment of Plan            10

ARTICLE X         MISCELLANEOUS                                      10
   10.1       Unfunded Plan                                          10
   10.2       Unsecured General Creditor                             10
   10.3       Trust Fund                                             10
   10.4       Nonassignability                                       10
   10.5       Not a Contract of Employment                           11
   10.6       Protective Provisions                                  11
   10.7       Terms                                                  11
   10.8       Captions                                               11
   10.9       Governing Law                                          11
   10.10      Validity                                               11
   10.11      Notice                                                 11
   10.12      Successors                                             11

                                      -3-
TRI COUNTIES BANK

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                       ARTICLE I: PURPOSE; EFFECTIVE DATE

     The purpose of this Supplemental  Executive Retirement Plan (the "Plan") is
to provide  supplemental  retirement benefits for certain key employees of TriCo
Bancshares,  Tri Counties Bank, and  subsidiaries or affiliates  thereof.  It is
intended  that the Plan will aid in  retaining  and  attracting  individuals  of
exceptional  ability by providing them with these  benefits.  This Plan shall be
effective as of September 1, 1987.

                             ARTICLE II: DEFINITIONS

     For the purposes of this Plan, the following  terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

     2.1 Actuarial Equivalent. "Actuarial Equivalent" means equivalence in value
between two or more forms and/or times of payment based on a determination by an
actuary chosen by the Committee,  using sound actuarial  assumptions at the time
of such determination.

     2.2 Beneficiary. "Beneficiary" means the person, persons or entity entitled
under  Article VI to receive any Plan  benefits  payable  after a  Participant's
death.

     2.3 Board. "Board" means the Board of Directors of TriCo Bancshares.

     2.4 Change in Control. A "Change of Control" shall occur:

     (a)  upon TriCo Bancshares' knowledge that any person (as such term is used
     in Sections 13(d) and l4(d)(2) of the  Securities  Exchange Act of 1934, as
     amended) is or becomes "the beneficial  owner" (as defined in Rule l3d-3 of
     the Exchange  Act),  directly or  indirectly,  of TriCo  Bancshares  shares
     representing  40% or  more  of  the  combined  voting  power  of  the  then
     outstanding securities; or

     (b)  upon the  first  purchase  of the  Common  Stock  of TriCo  Bancshares
     pursuant  to a tender or  exchange  offer  (other than a tender or exchange
     offer made by TriCo Bancshares); or

     (c)  upon the approval by the  stockholders of TriCo Bancshares of a merger
     or  consolidation  (other  than a merger or  consolidation  in which  TriCo
     Bancshares  is the surviving  corporation  and which does not result in any
     reclassification  or  reorganization  of TriCo Bancshares' then outstanding
     securities),  a sale or  disposition of all or  substantially  all of TriCo
     Bancshares'  assets  or a plan  of  liquidation  or  dissolution  of  TriCo
     Bancshares; or

     (d)  if, during any period of two consecutive years, individuals who at the
     beginning  of such  period  constitute  the  Board  of  Directors  of TriCo
     Bancshares cease for any reason to constitute at least a majority  thereof,
     unless the election or nomination for the election by the  stockholders  of
     TriCo  Bancshares  of each new  director was approved by a vote of at least
     two-thirds of the directors  then still in office who were directors at the
     beginning of the period.

     2.5 Committee.  "Committee" means the Administrative Committee appointed by
the Chairman of the Board to administer the Plan pursuant to Article VII.

     2.6 Compensation.  "Compensation" means the base salary and bonuses paid to
a Participant  and  considered to be "wages" for purposes of federal  income tax
withholding.  Compensation  shall be calculated before reduction for any amounts
deferred pursuant to any deferral arrangement by which the Participant can defer
the  current   receipt  of  income.   Compensation   does  not  include  expense
reimbursements, or any form of non-cash compensation or benefits.

                                      -4-
2.7 Disability. "Disability" means a physical or mental condition which, in
the  opinion  of  the  Committee,   prevents  an  employee  from  satisfactorily
performing  his usual duties for the Employer.  The  Committee's  decision as to
Disability will be based upon medical reports and/or other evidence satisfactory
to the Committee.

     2.8 Early Retirement Date.  "Early Retirement Date" means the date on which
a Participant  terminates employment with the Employer, if such termination date
occurs on or after such Participant's  attainment of age 55 and completion of 10
Years of Credited Service, but prior to his Normal Retirement Date.

     2.9 Employer. "Employer" means TriCo Bancshares, Tri Counties Bank, and any
affiliated or subsidiary  corporation designated by the Board, or any successors
to the businesses thereof.

     2.10 Final Average  Compensation.  "Final Average  Compensation"  means the
Participant's Compensation during the 36 full consecutive calendar months out of
the last 60 calendar  months of  employment  with the Employer  during which the
Participant's Compensation is the highest, divided by 36.

     2.11 Normal  Retirement  Date.  "Normal  Retirement Date" means the date on
which  the  Participant   terminates   employment  with  the  Employer  if  such
termination  date  occurs on or after the  Participant's  attainment  of age 65.
"Normal  Retirement  Date"  shall  also mean the date on which  the  Participant
terminates employment with the Employer for any reason, without regard to age or
service, within 24 months following a Change of Control.

     2.12 Participant.  "Participant"  means any individual who is participating
in or has  participated  in this  Plan,  and who has not yet  received  his full
benefit hereunder, as provided in Article III.

     2.13 Participation Agreement. "Participation Agreement" means the agreement
filed by a Participant and approved by the Board pursuant to Article III.

     2.14  Retirement.  "Retirement"  means  a  Participant's  termination  from
employment  with the  Employer at the  Participant's  Early  Retirement  Date or
Normal Retirement Date, as applicable.

     2.15 Supplemental  Retirement  Benefit.  "Supplemental  Retirement Benefit"
means the benefit determined under Article V of this Plan.

     2.16 Target Retirement  Percentage.  "Target  Retirement  Percentage" shall
equal 70% multiplied by a fraction,  the numerator of which is the Participant's
Years of Credited Service, not to exceed 20, and the denominator of which is 20.

     2.17 Years of Credited  Service.  . "Years of Credited  Service"  means the
number of years of credited  vesting  service as of December 31, 2003 determined
in  accordance  with the  provisions  of the  TriCo  Bancshares  Employee  Stock
Ownership  Plan, or any successor  thereto,  whether or not the Participant is a
participant in such plan.

                     ARTICLES III: PARTICIPATION AND VESTING

     3.1 Eligibility and Participation.

     (a)  Eligibility.  Eligibility  to  participate  in the Plan is  limited to
     those key employees of the Employer that are designated, from time to time,
     by the Board.

     (b)  Participation.  An  employee's  participation  in the  Plan  shall  be
     effective upon  notification of such person by the Committee of eligibility
     to participate, completion of a Participation Agreement by such person, and
     acceptance  of the  Participation  Agreement  by the  Committee.  Except as
     modified by paragraph 3.2 below,  participation  in the Plan shall continue
     until such time as the Participant  terminates employment with the Employer
     and as long thereafter as the  Participant is eligible to receive  benefits
     under this Plan.

                                      -5-
3.2  Change  in  Employment   Status.   If  the  Board  determines  that  a
Participant's  employment  performance  is no longer at a level  which  deserves
reward  through   participation  in  this  Plan,  but  does  not  terminate  the
Participant's employment with the Employer, participation herein and eligibility
to receive  benefits  hereunder  shall be limited  to the  Participant's  vested
interest in such  benefits as of the date  designated  by the Board.  In such an
event,  the  benefits  payable to the  Participant  shall be based solely on the
Participant's  Years  of  Credited  Service  and  Compensation  as of  the  date
designated by the Board.

     3.3 Vesting.  A Participant  whose employment with the Employer  terminates
because of  Disability,  Normal  Retirement,  Death or within 24 months  after a
Change  in  Control  shall  be 100%  vested  in the  Participant's  Supplemental
Retirement  Benefit.  On any  other  termination  (including  a  termination  of
participation in accordance with Section 3.2),  vesting shall be at a rate equal
to 10% for each completed Year of Credited  Service up to a maximum of 100%, but
in no event shall service past December 31, 2003 be considered.

     3.4 Suicide;  Misrepresentation.  Notwithstanding the provisions of Section
3.3 and  Article  IV and V, no  benefit  shall be paid to a  Beneficiary  if the
Participant's  death  occurs as a result of  suicide  during  the 24  successive
calendar months  beginning with the calendar month following the commencement of
an individual's  participation in this Plan. Similarly, no benefit shall be paid
if death occurs within the 24 successive calendar months following  commencement
of an  individual's  participation  in the  Plan if the  Participant  has made a
material  misrepresentation  in any form or document provided by the Participant
to or for the benefit of the Employer.

     3.5 Discharge for Cause.  Notwithstanding the provisions of Section 3.3 and
Articles  IV and V, no  benefit  shall  be  paid  hereunder  if a  Participant's
employment  has been  terminated  for  "cause."  A  termination  for  cause is a
termination  by  reason  of  the  Board's  good  faith  determination  that  the
Participant  (i)acted  dishonestly  or  engaged  in  willful  misconduct  in the
performance  of his duties for the Employer,  (ii) breached a fiduciary  duty to
the Employer  for  personal  profit to himself,  (iii)  intentionally  failed to
perform reasonably  assigned duties, or (iv) willfully violated any law, rule or
regulation  (other than  traffic  violations  or similar  offenses) or any final
cease and desist  order.  Notwithstanding  the  foregoing,  in no event will the
Participant be subject to termination for cause pursuant to clause (ii) or (iii)
above  until  the Board  shall  have  given  written  notice to the  Participant
specifically  setting forth the claimed cause, and Participant shall have failed
to cure,  correct, or prevent the alleged default from continuing within 30 days
after receipt of such written notice.

                          ARTICLE IV: SURVIVOR BENEFITS

     4.1  Pre-Determination  Survivor  Benefit.  Subject  to Section  3.4,  if a
Participant  dies while  employed  by the  Employer,  the  Employer  shall pay a
survivor benefit to the Participant's Beneficiary as follows:

     (a)  Amount.  The amount of the  pre-termination  survivor benefit shall be
     equal to the greater of the accrued  Supplemental  Retirement Benefit or 36
     times the Participant's Final Average Compensation.

     (b)  Payment.  The  pre-termination  survivor  benefit shall be paid to the
     Beneficiary in the form of 10 equal annual installments,  without interest,
     with the first  installment paid as soon as practicable after death and the
     remaining installments paid on the anniversary of the date of death.

     4.2 Post-Termination Survivor Benefit.

     (a)  Death Prior to Commencement of Benefits.  Subject to Section 3.4, if a
     Participant  dies following his termination of employment with the Employer
     and prior to the commencement of benefits hereunder, the Employer shall pay
     a survivor benefit to the Participant's Beneficiary as follows:

          (i)  Amount. The amount of the post-termination survivor benefit shall
          be  equal  to the  Actuarial  Equivalent  value  of the  Participant's
          Supplemental Retirement Benefit determined under Article V, calculated
          as of the date  benefits were to have  commenced  had the  Participant
          survived.

          (ii) Payment. The  post-termination  survivor benefit shall be paid to
          the Beneficiary in the form of 10 equal annual  installments,  without
          interest, with the first installment paid as soon as practicable after
          death and the remaining  installments  paid on the  anniversary of the
          date of death.

                                      -6-
(b)  Death After Commencement of Benefits.  If a Participant dies following
     his  termination  of employment  with the Employer and after  payments have
     commenced in accordance with the form of benefit  determined  under Section
     5.4, a survivor  benefit  will be paid if, and to the extent,  provided for
     under such form of benefit.

                   ARTICLE V: SUPPLEMENTAL RETIREMENT BENEFITS

     5.1 Normal  Retirement  Benefit.  Commencing  on the first day of the month
following a Participant's  Normal Retirement Date, the Employer shall pay to the
Participant  a  monthly  Supplemental  Retirement  Benefit  equal to the  Target
Retirement   Percentage   multiplied   by  the   Participant's   Final   Average
Compensation, less the amount in either (a) or (b).

     (a)  In the event payments  commence on or after the  Participant's age 65,
     the offsets shall be the sum of:

          (i)  100% of the Participant's monthly primary Social Security benefit
          determined at age 65; and

          (ii) The  Participant's  benefit in the form of a monthly  single life
          annuity under the TriCo  Bancshares  Employee Stock Ownership Plan, or
          any successor plan thereto.

          (iii)The  Participant's  benefit in the form of a monthly  single life
          annuity under the Profit Sharing Plan of the Tri Counties Bank, or any
          successor plan thereto.

          (iv) The monthly  benefit  payable to the Participant as a single life
          annuity at age 65 under the Tri  Counties  Bank  frozen  tax-qualified
          defined benefit plan.

     (b)  In the event payments  commence prior to the Participant's age 65, the
     offsets shall be the sum of:

          (i)  100% of the Participant's monthly primary Social Security benefit
          payable at age 65 under the Social  Security Act in effect at the time
          benefits commence, assuming level earnings to age 65; and

          (ii) The  Participant's  benefit in the form of a monthly  single life
          annuity commencing at age 65 under the TriCo Bancshares Employee Stock
          Option Plan,  or any successor  plan thereto,  assuming no interest is
          earned by the  Participant's  account from the date of  termination of
          employment with Employer until age 65.

          (iii)The  Participant's  benefit  in the form of monthly  single  life
          annuity under the Profit Sharing Plan of the Tri Counties Bank, or any
          successor  plan  thereto,  assuming  no  interest  is  earned  by  the
          Participant's  account from the date of termination of employment with
          Employer until age 65.

          (iv) The monthly  benefit  payable to the Participant as a single life
          annuity at age 65 under the Tri  Counties  Bank  frozen  tax-qualified
          defined benefit plan.

     5.2  Early  Retirement  Benefit.  If a  Participant  retires  at  an  Early
Retirement   Date,  the  Employer  shall  pay  to  the   Participant  a  monthly
Supplemental  Retirement  Benefit as determined  under Sections  5.1(b) and 5.4.
Payment  shall  commence  on the first day of the  second  month  following  the
Participant's Normal Retirement Date. The Participant may, however,  request the
commencement  of benefits  before the Normal  Retirement  Date and the Committee
may, in its sole discretion,  grant or deny such request.  If the  Participant's
benefits  commence before the Normal Retirement Date, the amount of the payments
shall be adjusted pursuant to Section 5.4 below.

                                      -7-
5.3 Early Termination Benefits.

     (a)  If a vested Participant  terminates employment with the Employer prior
     to  Retirement  or  death,  the  Employer  shall  pay to  the  Participant,
     commencing  on the first day of the month  following  the date on which the
     Participant  attains  age  65,  the  Supplemental   Retirement  Benefit  as
     determined under Section 5.1.

     (b)  At  the  Participant's   request,  the  Committee  may,  in  its  sole
     discretion,  commence  payment of the benefit  under this Section 5.3 on or
     after the first day of any month after the  Participant  attains age 55 and
     before  he  attains  age  65.  In  that  event,  the  monthly  Supplemental
     Retirement Benefit as determined under Sections 5.1 and 5.4.

     5.4 Reduction for Early Commencement of Benefits. If a Participant receives
a  Supplemental  Retirement  Benefit  under this Plan  before the  Participant's
Normal  Retirement  Date,  the  monthly   Supplemental   Retirement  Benefit  as
determined  under Section 5.1 shall be reduced by .5% per month for each year by
which the benefit  commencement  date precedes the  Participant's  age 65. In no
event shall the commencement of benefits precede the  Participant's  age 55. The
percentages stated above shall be prorated for partial months.

     5.5 Form of Benefit Payment.  The Supplemental  Retirement Benefit shall be
paid in the basic form provided below, unless, at the Participant's request, the
Committee,  in its  sole  discretion,  selects  an  alternative  form.  Any form
requested by the Participant shall be considered by the Committee, but shall not
be binding.  Any alternative form shall be the Actuarial Equivalent of the basic
form of benefit  payments.  The basic and  alternative  forms of payment  are as
follows:

     (a)  Basic Form of Benefit Payments.  Monthly single life annuity with a 10
     year certain for the Participant's life.

     (b)  Alternative Forms of Benefit Payment.

          (i)  joint and survivor annuity with payment continued to the survivor
          in the same amount as the amount paid to the Participant.

          (ii) A joint  and  survivor  annuity  with  payment  continued  to the
          survivor and one-half of the amount paid to the Participant.

          (iii)Any other Actuarial Equivalent method as approved by the Board.

     5.6 Commencement of Benefit Payments.  Notwithstanding  any other provision
of this Plan to the  contrary,  no benefits  shall be paid under this  Article V
until 30 days after an appropriate application therefor has been made.

     5.7  Withholding;  Payroll Taxes. The Employer shall withhold from payments
made  hereunder  any taxes  required to be withheld from a  Participant's  wages
under federal,  state or local law. However, a Beneficiary may elect not to have
withholding  for federal income tax purposes  pursuant to Section 3405(a) (2) of
the Internal Revenue Code, or any successor provision thereto.

     5.8  Payment  to  Guardian.  If a Plan  benefit  is payable to a minor or a
person declared incompetent or to a person incapable of handling the disposition
of his property,  the  Committee may direct  payment of such Plan benefit to the
guardian,  legal  representative  or such person  having the care and custody of
such  minor,   incompetent  or  person.  The  Committee  may  require  proof  of
incompetency,  minority,  incapacity or guardianship as it may deem  appropriate
prior to distribution of the Plan benefit.  Such  distribution  shall completely
discharge the Committee and the Employer from all liability with respect to such
benefit.

                       ARTICLE VI: BENEFICIARY DESIGNATION

     6.1 Beneficiary Designation.  Each Participant shall have the right, at any
time, to designate  any person or persons as his  Beneficiary  or  Beneficiaries
(both primary as well as  secondary)  to whom benefits  under this Plan shall be
paid in the event of his death prior to complete distribution to the Participant
of the benefits due under the Plan. Each Beneficiary  designation  shall be in a
written form prescribed by the Committee,  and will be effective only when filed
with the Committee during the Participant's lifetime.

                                      -8-
6.2 Amendments;  Marital Status. Any Beneficiary designation may be changed
by a Participant without the consent of any designated Beneficiary by the filing
of a new  Beneficiary  designation  with  the  Committee.  The  filing  of a new
Beneficiary designation form will cancel all Beneficiary designations previously
filed. If a Participant's  Compensation is community  property,  any Beneficiary
designation shall be valid or effective only as permitted under applicable law.

     6.3 No Participant Designation.  In the absence of an effective Beneficiary
designation,  or if all designated  Beneficiaries  predecease the Participant or
die prior to  complete  distribution  of the  Participant's  benefits,  then the
Participant's  designated  Beneficiary  shall be deemed to be the  Participant's
estate.

     6.4  Effect  of  Payment.  The  payment  to the  deemed  Beneficiary  shall
completely discharge the Employer's obligations under this Plan.

                           ARTICLE VII: ADMINISTRATION

     7.1 Committee; Duties. This Plan shall be administered by an Administrative
Committee  which shall consist of not less than three  persons  appointed by the
Chairman of the Board. Any member of the Committee may be removed at any time by
the Board.  Any member may resign by delivering  his written  resignation to the
Board. Upon the existence of any vacancy, the Board may appoint a successor. The
Committee shall have the authority to make,  amend,  interpret,  and enforce all
appropriate rules and regulations for the administration of this Plan and decide
or resolve any and all questions including  interpretations of this Plan, as may
arise in  connection  with the Plan. A majority of the members of the  Committee
shall  constitute a quorum for the  transaction of business.  A majority vote of
the Committee members constituting a quorum shall control any decision.

     7.2 Agents.  In the  administration  of this Plan,  the Committee may, from
time to time, employ agents and delegate to them such  administrative  duties as
it sees fit,  and may from time to time  consult with counsel who may be counsel
to the Employer.

     7.3 Binding Effect of Decisions. The decision or action of the Committee in
respect of any question arising out of or in connection with the administration,
interpretation  and  application  of the  Plan  and the  rules  and  regulations
promulgated hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan.

     7.4 Indemnity of Committee.  The Employer shall indemnify and hold harmless
the members of the Committee against any and all claims, loss, damage,  expense,
or  liability  arising  from any action or  failure to act with  respect to this
Plan, except in the case of gross negligence or willful misconduct.

                         ARTICLE VIII: CLAIMS PROCEDURE

     8.1 Claim. Any person claiming a benefit,  requesting an  interpretation or
ruling under the Plan,  or requesting  information  under the Plan shall present
the request in writing to the  Committee  which shall respond in writing as soon
as practicable.

     8.2 Denial of Claim. If the claim or request is denied,  the written notice
of denial should state:

     (a)  The reason for denial,  with specific reference to the Plan provisions
     on which the denial is based.

     (b)  A description of any additional  material or information  required and
     an explanation of why it is necessary.

     (c)  An explanation of the Plan's claim review procedure.

                                      -9-
8.3 Review of Claim. Any person whose claim or request is denied or who has
not  received a response  within 30 days may request a review by notice given in
writing  to the  Committee.  The  claim  or  request  shall be  reviewed  by the
Committee  who may,  but shall not be required to, grant the claimant a hearing.
On review, the claimant may have  representation,  examine pertinent  documents,
and submit issues and comments in writing.

     8.4 Final Decision. The decision on review shall normally be made within 60
days.  If an  extension  of time is  required  for a  hearing  or other  special
circumstances,  the  claimant  shall be notified and the time limit shall be 120
days.  The  decision  shall be in  writing  and shall  state the  reason and the
relevant  Plan  provisions.  All decisions on review shall be final and bind all
parties concerned.

                ARTICLE IX: TERMINATION, SUSPENSION OR AMENDMENT

     9.1  Termination,  Suspension  or Amendment of Plan.  The Board may, in its
sole  discretion,  terminate  or  suspend  this Plan at any time or from time to
time,  in whole or in part.  The Board  may amend  this Plan at any time or from
time to time.  Any  amendment  may  provide  different  benefits  or  amounts of
benefits from those herein set forth.  However, no such termination,  suspension
or amendment  shall  adversely  affect the benefits of  Participants  which have
accrued prior to such action, the benefits of any Participant who has previously
retired,  or the benefits of any Beneficiary of a Participant who has previously
died.  Furthermore,  no  termination,  suspension  or amendment  shall alter the
applicability  of  the  vesting  schedule  in  Section  33  with  respect  to  a
Participant's  accrued  benefit at the time of such  termination,  suspension or
amendment.

                            ARTICLE X: MISCELLANEOUS

     10.1 Unfunded Plan. This Plan is intended to be an unfunded plan maintained
primarily  to  provide  deferred  compensation  benefits  for a select  group of
"management  or highly  compensation  employees"  within the meaning of Sections
201,  301, and 401 of the Employee  Retirement  Income  Security act of 1974, as
amended ("ERISA"), and therefore to be exempt from the provisions of Parts 2, 3,
and 4 of Title I of ERISA. Accordingly,  the Plan shall terminate and no further
benefits  shall be paid  hereunder in the event it is  determined  by a court of
competent  jurisdiction or by an opinion of counsel that the Plan constitutes an
employee  pension benefit plan within the meaning of Section 3(2) of ERISA which
is not so exempt.

     10.2 Unsecured  General  Creditor.  Participants  and their  Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, interest
or  claims  in any  property  or  assets  of the  Employer,  nor  shall  they be
Beneficiaries of, or have any rights,  claims or interests in any life insurance
policies,  annuity  contracts,  or the proceeds  therefrom owned or which may be
acquired  by the  Employer.  Except as may be  provided  in Section  10.3,  such
policies,  annuity  contracts or other assets of the Employer  shall not be held
under any trust for the benefit of  Participants,  their  Beneficiaries,  heirs,
successors  or  assigns,  or  held  in any way as  collateral  security  for the
fulfilling of the  obligations  of the Employer  under this Plan. Any and all of
the Employer's assets and policies shall be, and remain, the general, unpledged,
unrestricted  assets of the Employer.  The Employer's  obligation under the Plan
shall be that of an unfunded and unsecured promise to pay money in the future.

     10.3 Trust Fund. The Employer  shall be responsible  for the payment of all
benefits provided under the Plan. At its discretion,  the Employer may establish
one or more trusts, with such trustees as the Board may approve, for the purpose
of  providing  for the  payment  of such  benefits.  Such trust or trusts may be
irrevocable,  but the  assets  thereof  shall be  subject  to the  claims of the
Employer's  creditors.  To the extent any benefits  provided  under the Plan are
actually paid from any such trust, the Employer shall have no further obligation
with respect thereto,  but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Employer.

     10.4  Nonassignability.  Neither a  Participant  nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate,  mortgage
or  otherwise  encumber,  transfer,  hypothecate  or convey in advance of actual
receipt the amounts, if any, payable hereunder,  or any part thereof, which are,
and  all  rights  to  which  are,  expressly  declared  to be  unassignable  and
nontransferable.  No part of the amount payable shall,  prior to actual payment,
be subject to seizure or sequestration for the payment of any debts,  judgments,
alimony or separate  maintenance owed by a Participant or any other person,  nor
be transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.

                                      -10-
10.5 Not a Contract of  Employment.  The terms and  conditions of this Plan
shall not be deemed to constitute a contract of employment  between the Employer
and the  Participant,  and the  Participant (or his  Beneficiary)  shall have no
rights  against the Employer  except as may otherwise be  specifically  provided
herein. Moreover, nothing in this Plan shall be deemed to give a Participant the
right to be  retained in the service of the  Employer or to  interfere  with the
right of the Employer to discipline or discharge him at any time.

     10.6 Protective Provisions.  A Participant will cooperate with the Employer
by furnishing  any and all  information  requested by the Employer,  in order to
facilitate  the  payment  of  benefit  hereunder,  and by taking  such  physical
examinations  as the Employer may deem necessary and taking such other action as
may be requested by the Employer.

     10.7 Terms. Whenever any words are used herein in the masculine, they shall
be  construed  as though they were used in the  feminine in all cases where they
would so apply; and wherever any words are used herein in the singular or in the
plural,  they  shall be  construed  as though  they  were used in the  plural or
singular, as the case may be, in all cases where they would so apply.

     10.8 Captions.  The captions of the articles,  sections,  and paragraphs of
this Plan are for  convenience  only and shall not control or affect the meaning
or construction of any of its provisions.

     10.9  Governing  Law.  The  provisions  of this  Plan  shall be  construed,
interpreted,  and governed in all respects in accordance with applicable federal
law and, to the extent not preempted by such federal law, in accordance with the
laws of the State of California.

     10.10  Validity.  If any  provision  of this Plan shall be held  illegal or
invalid for any reason, the remaining provisions shall nevertheless  continue in
full force and effect without being impaired or invalidated in any way.

     10.11 Notice. Any notice or filing required or permitted to be given to the
Committee under the Plan shall be sufficient in writing and hand  delivered,  or
sent by registered or certified mail, to any member of the Committee,  or to the
Employer's  statutory agent. Such notice shall be deemed given as of the date of
delivery  or, if delivery is made by mail,  as of the date shown on the postmark
on the receipt for registration or certification.

     10.12  Successors.  The provisions of this Plan shall bind and inure to the
benefit of the Employer and its successors and assigns.  The term  successors as
used herein shall  include any corporate or other  business  entity which shall,
whether  by  merger,  consolidation,   purchase  or  otherwise  acquire  all  or
substantially all of the business and assets of the Employer,  and successors of
any such corporation or other business entity.

                                   TRICO BANCSHARES

                             By:  /s/ William J. Casey
                                  ----------------------------------------------
                                    Chairman

                             By:  /s/ Wendell J. Lundberg
                                  ----------------------------------------------
                                    Secretary

                             Dated: August 3, 2004

                                      -11-
Exhibit 10.15

The 2004 TriCo  Bancshares  Supplemental  Executive  Retirement  Plan  effective
January 1, 2004

                                    THE 2004

                                TRICO BANCSHARES

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                            Effective January 1, 2004
TABLE OF CONTENTS
                                                                      Page

ARTICLE I             PURPOSE; EFFECTIVE DATE                           4
ARTICLE II            DEFINITIONS                                       4
                    2.1           Actuarial Equivalent                  4
                    2.2           Board                                 4
                    2.3           Change in Control                     4
                    2.4           Committee                             5
                    2.5           Compensation                          5
                    2.6           Disability                            5
                    2.7           Early Retirement Date                 5
                    2.8           Employer                              5
                    2.9           Final Average Compensation            5
                    2.10          Normal Retirement Date                5
                    2.11          Participant                           5
                    2.12          Participation Agreement               5
                    2.13          Retirement                            5
                    2.14          Supplemental Retirement Benefit       6
                    2.15          Target Retirement Percentage          6
                    2.16          Years of Credited Service             6
                    2.17          Applicable Percentage                 6
ARTICLE III           PARTICIPATION AND VESTING                         7
                    3.1           Eligibility and Participation         7
                    3.2           Change in Employment Status           7
                    3.3           Eligibility for Benefits              7
                    3.4           Involuntary Termination               8

ARTICLE IV            SUPPLEMENTAL RETIREMENT BENEFITS                  9
                    4.1           Normal Retirement Benefit             9
                    4.2           Early Retirement Benefit              9
                    4.3           Early Termination Benefits            9
                    4.4           Reduction for Early Commencement
                                  of Benefits                          10
                    4.5           Form of Benefit Payment              10
                    4.6           Commencement of Benefit Payments     10
                    4.7           Withholding; Payroll Taxes           10
                    4.8           Payment to Guardian                  10

ARTICLE V          ADMINISTRATION                                      11
                   5.1            Committee; Duties                    11
                   5.2            Agents                               11
                   5.3            Binding Effect of Decisions          11
                   5.4            Indemnity of Committee               11

                                      -2-
TABLE OF CONTENTS

                                   (Continued)
                                                                      Page
ARTICLE VI         BENEFICIARY DESIGNATION                             11
                   6.1            Beneficiary Designation              11
                   6.2            Amendments: Marital Status           11
                   6.3            No Participant Designation           11
                   6.4            Effect of Payment                    11

ARTICLE VII        CLAIMS PROCEDURE                                    12
                   7.1            Claim                                12
                   7.2            Denial of Claim                      12
                   7.3            Review of Claim                      12
                   7.4            Final Decision                       12

ARTICLE VIII       TERMINATION, SUSPENSION OR AMENDMENT                12

ARTICLE IX         MISCELLANEOUS  13
                   9.1            Unfunded Plan                        13
                   9.2            Unsecured General Creditor           13
                   9.3            Trust Fund                           13
                   9.4            Nonassignability                     13
                   9.5            Not a Contract of Employment         13
                   9.6            Protective Provisions                13
                   9.7            Terms                                14
                   9.8            Captions                             14
                   9.9            Governing Law                        14
                   9.10           Validity                             14
                   9.11           Notice                               14
                   9.12           Successors                           14

EXHIBIT 1:  Participation Agreement                                    15

EXHIBIT 2:  Beneficiary Agreement                                      16

                                      -3-
THE 2004

                                TRICO BANCSHARES

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                    ARTICLE I

                             PURPOSE; EFFECTIVE DATE

     The purpose of this Supplemental  Executive Retirement Plan (the "Plan") is
to provide  supplemental  retirement benefits for certain key employees of TriCo
Bancshares,  Tri Counties  Bank,  and  subsidiaries  or affiliates  thereof (the
"Employer") who are employed by the Employer on, or after January 1, 2004. It is
intended  that the Plan will aid in  retaining  and  attracting  individuals  of
exceptional  ability by providing them with these  benefits.  This Plan shall be
effective as of January 1, 2004.

                                   ARTICLE II

                                   DEFINITIONS

     For the purposes of this Plan, the following  terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

            2.1 Actuarial Equivalent. "Actuarial Equivalent" means equivalence
in value between two or more forms and/or times of payment based on a
determination by an actuary chosen by the Committee, using sound actuarial
assumptions at the time of such determination.

     2.2 Board "Board" means the Board of Directors of TriCo Bancshares.

     2.3 Change in Control. A "Change of Control" shall occur:

     (a)  upon TriCo Bancshares' knowledge that any person (as such term is used
     in Sections 13(d) and l4(d)(2) of the  Securities  Exchange Act of 1934, as
     amended) is or becomes "the beneficial  owner" (as defined in Rule 13d-3 of
     the Exchange  Act),  directly or  indirectly,  of TriCo  Bancshares  shares
     representing  40% or  more  of  the  combined  voting  power  of  the  then
     outstanding securities; or

     (b)  upon the  first  purchase  of the  Common  Stock of TriCo  -Bancshares
     pursuant  to a tender or  exchange  offer  (other than a tender or exchange
     offer made by TriCo Bancshares); or

     (c)  upon the approval by the  stockholders of TriCo Bancshares of a merger
     or  consolidation  (other  than a merger or  consolidation  in which  TriCo
     Bancshares  is the surviving  corporation  and which does not result in any
     reclassification  or  reorganization  of TriCo Bancshares' then outstanding
     securities),  a sale or  disposition of all or  substantially  all of TriCo
     Bancshares'  assets  or a plan  of  liquidation  or  dissolution  of  TriCo
     Bancshares; or

                                      -4-
(d)  if, during any period of two consecutive years, individuals who at the
     beginning  of such  period  constitute  the  Board  of  Directors  of TriCo
     Bancshares cease for any reason to constitute at least a majority  thereof,
     unless the election or nomination for the election by the  stockholders  of
     TriCo  Bancshares  of each new  director was approved by a vote of at least
     two-thirds of the directors  then still in office who were directors at the
     beginning of the period.

     2.4 Committee. "Committee" means the Compensation and Benefits Committee of
the Board of Directors of TriCo Bancshares.

     2.5 Compensation.  "Compensation" means the base salary and bonuses paid to
a Participant  and  considered to be "wages" for purposes of federal  income tax
withholding.  Compensation  shall be calculated before reduction for any amounts
deferred pursuant to any deferral arrangement by which the Participant can defer
the  current   receipt  of  income.   Compensation   does  not  include  expense
reimbursements, or any form of non-cash compensation or benefits.

     2.6 Disability. "Disability" means a physical or mental condition which, in
the  opinion  of  the  Committee,   prevents  an  employee  from  satisfactorily
performing  his usual duties for the Employer.  The  Committee's  decision as to
Disability will be based upon medical reports and/or other evidence satisfactory
to the Committee.

     2.7 Early Retirement Date.  "Early Retirement Date" means the date on which
a Participant  terminates employment with the Employer, if such termination date
occurs on or after such  Participant's  attainment  of age 55 and  completion of
fifteen (15) Years of Credited Service, but prior to his Normal Retirement Date.

     2.8 Employer. "Employer" means TriCo Bancshares, Tri Counties Bank, and any
affiliated or subsidiary  corporation designated by the Board, or any successors
to the businesses thereof.

     2.9 Final Average  Compensation.  "Final  Average  Compensation"  means the
Participant's Compensation during the 36 full consecutive calendar months out of
the last 60 calendar  months of  employment  with the Employer  during which the
Participant's Compensation is the highest, divided by 36.

     2.10 Normal Retirement Date.  "Normal  Retirement Date" shall mean the date
on  which  the  Participant  terminates  employment  with the  Employer  if such
termination  date  occurs on or after the  Participant's  attainment  of age 62.
"Normal  Retirement  Date"  shall  also mean the date on which  the  Participant
terminates employment pursuant to Article 3.3 (e) following a Change in Control.

     2.11 Participant.  "Participant"  means any individual who is participating
in or has  participated  in this  Plan,  and who has not yet  received  his full
benefit hereunder, as provided in Article III.

     2.12 Participant Agreement.  "Participation  Agreement" means the agreement
filed by a Participant and approved by the Board pursuant to Article III.

     2.13  Retirement.  "Retirement"  means  a  Participant's  termination  from
employment  with the  Employer at the  Participant's  Early  Retirement  Date or
Normal Retirement Date, as applicable.

                                      -5-
2.14 Supplemental  Retirement  Benefit.  "Supplemental  Retirement Benefit"
means the benefit determined under Article IV of this Plan.

     2.15 Target Retirement  Percentage.  "Target  Retirement  Percentage" shall
equal 70% multiplied by the percentage presented in the table below:

               Full Years of Credited Service 1:              7%
               Full Years of Credited Service 2:             13%
               Full Years of Credited Service 3:             20%
               Full Years of Credited Service 4:             27%
               Full Years of Credited Service 5:             33%
               Full Years of Credited Service 6:             40%
               Full Years of Credited Service 7:             47%
               Full Years of Credited Service 8:             53%
               Full Years of Credited Service 9:             60%
               Full Years of Credited Service 10:            67%
               Full Years of Credited Service 11:            73%
               Full Years of Credited Service 12:            80%
               Full Years of Credited Service 13:            87%
               Full Years of Credited Service 14:            93%
               Full Years of Credited Service 15:           100%

     2.16 Years of  Credited  Service.  "Years of  Credited  Service"  means the
number of years of credited  vesting  service  determined in accordance with the
provisions  of the  TriCo  Bancshares  Employee  Stock  Ownership  Plan,  or any
successor thereto, whether or not the Participant is a participant in such plan,
or designated at the discretion of the Committee.

     2.17 Applicable  Percentage.  The term "Applicable  Percentage"  shall mean
that percentage of the Supplemental  Retirement Benefits that the Participant is
entitled to receive based on the  circumstances  surrounding  the termination of
Employment.  The Applicable Percentage of Supplemental Retirement Benefits shall
accrue on the following basis:

               Full Years of Credited Service 1:              0%
               Full Years of Credited Service 2:              0%
               Full Years of Credited Service 3:              0%
               Full Years of Credited Service 4:              0%
               Full Years of Credited Service 5:             33%
               Full Years of Credited Service 6:             40%
               Full Years of Credited Service 7:             47%
               Full Years of Credited Service 8:             53%
               Full Years of Credited Service 9:             60%
               Full Years of Credited Service 10:            67%
               Full Years of Credited Service 11:            73%
               Full Years of Credited Service 12:            80%
               Full Years of Credited Service 13:            87%
               Full Years of Credited Service 14:            93%
               Full Years of Credited Service 15:           100%

                                      -6-
ARTICLE III

                            PARTICIPATION AND VESTING

     3.1 Eligibility and Participation.

     (a)  Eligibility.  Eligibility  to  participate  in the Plan is  limited to
     those key employees of the Employer that are designated, from time to time,
     by the Board.

     (b)  Participation.  An  employee's  participation  in the  Plan  shall  be
     effective upon  notification of such person by the Committee of eligibility
     to participate, completion of a Participation Agreement by such person, and
     acceptance  of the  Participation  Agreement  by the  Committee.  Except as
     modified by paragraph 3.2 below,  participation  in the Plan shall continue
     until such time as the Participant  terminates employment with the Employer
     and as long thereafter as the  Participant is eligible to receive  benefits
     under this Plan.

     3.2  Change  in  Employment   Status.   If  the  Board  determines  that  a
Participant's  employment  performance  is no longer at a level  which  deserves
reward  through   participation  in  this  Plan,  but  does  not  terminate  the
Participant's employment with the Employer, participation herein and eligibility
to receive  benefits  hereunder  shall be limited  to the  Participant's  vested
interest in such  benefits as of the date  designated  by the Board.  In such an
event,  the  benefits  payable to the  Participant  shall be based solely on the
Participant's  Years  of  Credited  Service  and  Compensation  as of  the  date
designated by the Board.

     3.3 Eligibility for Benefits.

     (a)  Retirement on Normal Retirement Date: The Applicable  Percentage for a
     Participant  whose employment with the Employer  terminates on or after the
     Normal Retirement Date shall be 100%.

     (b)  Retirement  on or  after  Early  Retirement  Date  but  before  Normal
     Retirement  Date:  The  Participant  may  elect to  retire  on a date  that
     constitutes an Early Retirement Date provided the Applicable  Percentage is
     67% or greater as of the effective date of Retirement.

     (c)  Termination   Without  Cause.  If  the  Participant's   employment  is
     terminated by the Employer without cause, the Participant shall be eligible
     to receive benefits pursuant to the Target Retirement Percentage accrued as
     of the effective date of Termination.

     (d)  Voluntary  Termination.  If the Employee's employment is terminated by
     voluntary  resignation other than for Early Retirement,  the Employee shall
     be entitled to be paid the following benefits:

          (i)  If the Applicable  Percentage is one hundred percent (100%) as of
          the date of termination,  the Participant shall be entitled to be paid
          the  Target  Retirement  Percentage  of  the  Supplemental  Retirement
          Benefits.

          (ii) If the  Applicable  Percentage  is less than one hundred  percent
          (100%) as of the date of termination,  the  Participant  shall forfeit
          any and all rights and  benefits  the  Participant  may have under the
          terms of this  Agreement and shall have no right to be paid any of the
          amounts which would otherwise be due or paid to the Participant by the
          Employer pursuant to the terms of this Agreement.

     (e)  Termination  Following a Change in Control: In the event a Participant
     is terminated  pursuant to a Change in Control,  the Applicable  Percentage
     shall be 100%. A  termination  shall be deemed to be in  connection  with a
     Change in Control if, within two (2) years  following  the  occurrence of a
     Change in  Control:  The  Participant's  employment  with the  Employer  is
     terminated  by either the Employee or the Employer  other than because of a
     Termination for Cause.

                                      -7-
(f)  Termination Following the Determination of Disability:  The Applicable
     Percentage for a Participant whose employment with the Employer  terminates
     because of Disability shall be 100%.

     3.4 Involuntary Termination .

If a Participant is terminated  for any reason  identified in (a) (b) (c) or (d)
below,  the Participant  shall forfeit all benefits payable under this Plan.

     (a)  Gross negligence or gross neglect

     (b)  The  commission of a felony,  misdemeanor,  or any other act involving
     moral  turpitude,  fraud, or dishonesty which has a material adverse impact
     on the Bank.

     (c)  The willful and  intentional  disclosure,  without  authority,  of any
     secret or confidential information concerning the Bank which has a material
     adverse impact on the Bank.

     (d)  The willful and  intentional  violation of the rules or regulations of
     any regulatory agency or government  authority having jurisdiction over the
     Bank, which has a material adverse effect upon the Bank

                                      -8-
ARTICLE IV

                        SUPPLEMENTAL RETIREMENT BENEFITS

     4.1 Normal  Retirement  Benefit.  Commencing  on the first day of the month
following a Participant's  Normal Retirement Date, the Employer shall pay to the
Participant  a  monthly  Supplemental  Retirement  Benefit  equal to the  Target
Retirement   Percentage   multiplied   by  the   Participant's   Final   Average
Compensation, less the amount in either (a) or (b).

     (a)  In the event payments  commence on or after the  Participant's age 62,
     the offsets shall be the sum of:

          (i)  l00% of the Participant's monthly primary Social Security benefit
          determined as if the Participant were age 62; and

          (ii) The  Participant's  benefit in the form of a monthly  single life
          annuity under the TriCo  Bancshares  Employee Stock Ownership Plan, or
          any successor plan thereto.

     (b)  In the event payments  commence prior to the Participant's age 62, the
     offsets shall be the sum of:

          (i)  100% of the Participant's monthly primary Social Security benefit
          payable as if the  Participant  were age 62 under the Social  Security
          Act in effect at the time benefits  commence,  assuming level earnings
          to age 62; and

          (ii) The  Participant's  benefit in the form of a monthly  single life
          annuity commencing at age 62 under the TriCo Bancshares Employee Stock
          Ownership Plan, or any successor plan thereto, assuming no interest is
          earned by the  Participant's  account from the date of  termination of
          employment with Employer until age 62.

     4.2  Early  Retirement  Benefit.  If a  Participant  retires  at  an  Early
Retirement   Date,  the  Employer  shall  pay  to  the   Participant  a  monthly
Supplemental Retirement Benefit as determined under Sections 4.1(b) and 4.4.

     4.3 Early Termination Benefits.

     (a)  If a  Participant  terminates  employment  with the Employer  prior to
     Retirement,  the Employer shall pay to the  Participant,  commencing on the
     first day of the month following the date on which the Participant  attains
     age 62, the  Supplemental  Retirement  Benefit  will be paid as  determined
     under Section 4.1.

     (b)  At  the  Participant's   request,  the  Committee  may,  in  its  sole
     discretion,  commence  payment of the benefit  under this Section 4.3 on or
     after the first day of any month after the  Participant  attains age 55 and
     before  he  attains  age  62.  In  that  event,  the  monthly  Supplemental
     Retirement Benefit will be paid as determined under Sections 4.1 and 4.4.

                                      -9-
4.4 Reduction for Early Commencement of Benefits. If a Participant receives
a  Supplemental  Retirement  Benefit  under this Plan  before the  Participant's
Normal  Retirement  Date,  the  monthly   Supplemental   Retirement  Benefit  as
determined under Section 4.1 shall be reduced by .5% per month for each month by
which the benefit  commencement  date precedes the  Participant's  age 62; In no
event  shall  the  commencement  of  benefits  precede  the  Participant's  55th
birthday. The percentages stated above shall be prorated for partial months.

     4.5 Form of Benefit Payment.  The Supplemental  Retirement Benefit shall be
paid in the basic form provided below, unless, at the Participant's request, the
Committee,  in its  sole  discretion,  selects  an  alternative  form.  Any form
requested by the Participant shall be considered by the Committee, but shall not
be binding.  Any alternative form shall be the Actuarial Equivalent of the basic
form of benefit  payments.  The basic and  alternative  forms of payment  are as
follows:

     (a)  Basic Form of Benefit  Payments.  Monthly  single life annuity for the
     Participant's life.

     (b)  Alternative Forms of Benefit Payment.

          (i)  joint and survivor  annuity with an  Actuarial  Equivalent  Value
          equal to the Basic  Benefit with payment  continued to the survivor in
          the same amount as the amount paid to the Participant.

          (ii) A joint and survivor  annuity with an Actuarial  Equivalent Value
          equal to the Basic Benefit with payment  continued to the survivor and
          one-half of the amount paid to the Participant.

          (iii)Any other Actuarial Equivalent method as approved by the Board.

     4.6 Commencement of Benefit Payments.  Notwithstanding  any other provision
of this Plan to the  contrary,  no benefits  shall be paid under this Article IV
until 30 days after an appropriate application therefore has been made.

     4.7  Withholding;  Payroll Taxes. The Employer shall withhold from payments
made hereunder any taxes required to be withheld from a Participant's  age under
federal,  state  or local  law.  However,  a  Beneficiary  in elect  not to have
withholding  for federal income tax purposes  pursuant to Section 3405(a) (2) of
the Internal Revenue Code, or any successor provision thereto.

     4.8  Payment  to  Guardian.  If a Plan  benefit  is payable to a minor or a
person declared incompetent or to a person incapable of handling the disposition
of his property,  the  Committee may direct  payment of such Plan benefit to the
guardian,  legal  representative  or such person  having the care and custody of
such  minor,   incompetent  or  person.  The  Committee  may  require  proof  of
incompetency,  minority,  incapacity or guardianship as it may deem  appropriate
prior to distribution of the Plan benefit.  Such  distribution  shall completely
discharge the Committee and the Employer from all liability with respect to such
benefit.

                                      -10-
ARTICLE V

                                 ADMINISTRATION

     5.1 Committee; Duties. This Plan shall be administered by an Administrative
Committee  which shall consist of not less than three  persons  appointed by the
Chairman of the Board. Any member of the Committee may be removed at any time by
the Board.  Any member may resign by delivering  his written  resignation to the
Board. Upon the existence of any vacancy, the Board may appoint a successor. The
Committee shall have the authority to make,  amend,  interpret,  and enforce all
appropriate rules and regulations for the administration of this Plan and decide
or resolve any and all questions including  interpretations of this Plan, as may
arise in  connection  with the Plan. A majority of the members of the  Committee
shall  constitute a quorum for the  transaction of business.  A majority vote of
the Committee members constituting a quorum shall control any decision.

     5.2 Agents.  In the  administration  of this Plan,  the Committee may, from
time to time, employ agents and delegate to them such  administrative  duties as
it sees fit,  and may from time to time  consult with counsel who may be counsel
to the Employer.

     5.3 Binding Effect of Decisions. The decision or action of the Committee in
respect of any question arising out of or in connection with the administration,
interpretation  and  application  of the  Plan  and the  rules  and  regulations
promulgated hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan.

     5.4 Indemnity of Committee.  The Employer shall indemnify and hold harmless
the members of the Committee against any and all claims, loss, damage,  expense,
or  liability  arising  from any action or  failure to act with  respect to this
Plan, except in the case of gross negligence or willful misconduct.

ARTICLE VI

                             BENEFICIARY DESIGNATION

     6.1 Beneficiary Designation.  Each Participant shall have the right, at any
time, to designate  any person or persons as his  Beneficiary  or  Beneficiaries
(both primary as well as  secondary)  to whom benefits  under this Plan shall be
paid in the event of his death prior to complete distribution to the Participant
of the benefits due under the Plan. Each Beneficiary  designation  shall be in a
written form prescribed by the Committee,  and will be effective only when filed
with the Committee during the Participant's lifetime.

     6.2 Amendments:  Marital Status. Any Beneficiary designation may be changed
by a Participant without the consent of any designated Beneficiary by the filing
of a new  Beneficiary  designation  with  the  Committee.  The  filing  of a new
Beneficiary designation form will cancel all Beneficiary designations previously
filed. If a Participant's  Compensation is community  property,  any Beneficiary
designation shall be valid or effective only as permitted under applicable law.

     6.3 No Participant Designation.  In the absence of an effective Beneficiary
designation,  or if all designated  Beneficiaries  predecease the Participant or
die prior to  complete  distribution  of the  Participant's  benefits,  then the
Participant's  designated  Beneficiary  shall be deemed to be the  Participant's
estate.

     6.4  Effect  of  Payment.  The  payment  to the  deemed  Beneficiary  shall
completely discharge the Employer's obligations under this Plan.

                                      -11-
ARTICLE VII

                                CLAIMS PROCEDURE

     7.1 Claim. Any person claiming a benefit,  requesting an  interpretation or
ruling under the Plan,  or requesting  information  under the Plan shall present
the request in writing to the  Committee  which shall respond in writing as soon
as practicable.

     7.2 Denial of Claim. If the claim or request is denied,  the written notice
of denial should state:

     (a)  The reason for denial,  with specific reference to the Plan provisions
     on which the denial is based.

     (b)  A description of any additional  material or information  required and
     an explanation of why it is necessary.

     (c)  An explanation of the Plan's claim review procedure.

     7.3 Review of Claim. Any person whose claim or request is denied or who has
not  received a response  within 30 days may request a review by notice given in
writing  to the  Committee.  The  claim  or  request  shall be  reviewed  by the
Committee  who may,  but shall not be required to, grant the claimant a hearing.
On review, the claimant may have  representation,  examine pertinent  documents,
and submit issues and comments in writing.

     7.4 Final Decision. The decision on review shall normally be made within 60
days.  If an  extension  of time is  required  for a  hearing  or other  special
circumstances,  the  claimant  shall be notified and the time limit shall be 120
days.  The  decision  shall be in  writing  and shall  state the  reason and the
relevant  Plan  provisions.  All decisions on review shall be final and bind all
parties concerned.

ARTICLE VIII

                         TERMINATION, SUSPENSION OR AMENDMENT

     The Board may, in its sole  discretion,  terminate  or suspend this Plan at
any time or from time to time,  in whole or in part.  The  Board may amend  this
Plan at any time or from  time to time.  Any  amendment  may  provide  different
benefits or amounts of benefits  from those herein set forth.  However,  no such
termination,  suspension  or amendment  shall  adversely  affect the benefits of
Participants  which have  accrued  prior to such  action,  the  benefits  of any
Participant who has previously  retired, or the benefits of any Beneficiary of a
Participant who has previously died. Furthermore, no termination,  suspension or
amendment shall alter the  applicability  of the percentage in Section 2.17 with
respect to a  Participant's  accrued  benefit  at the time of such  termination,
suspension or amendment.

                                      -12-
ARTICLE IX

                                  MISCELLANEOUS

     9.1 Unfunded Plan.  This Plan is intended to be an unfunded plan maintained
primarily  to  provide  deferred  compensation  benefits  for a select  group of
"management or highly compensated employees" within the meaning of Sections 201,
301, and 401 of the Employee  Retirement Income Security act of 1974, as amended
("ERISA"),  and therefore to be exempt from the  provisions of Parts 2, 3, and 4
of Title I ERISA. Accordingly,  the Plan shall terminate and no further benefits
shall be paid  hereunder in the event it is  determined  by a court of competent
jurisdiction  or by an opinion of counsel that the Plan  constitutes an employee
pension benefit plan within the meaning of Section 3(2) of ERISA which is not so
exempt.

     9.2  Unsecured  General  Creditor.  Participants  and their  Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, interest
or  claims  in any  property  or  assets  of the  Employer,  nor  shall  they be
Beneficiaries of, or have any rights,  claims or interests in any life insurance
policies,  annuity  contracts,  or the. proceeds therefrom owned or which may be
acquired  by the  Employer.  Except as may be  provided  in  Section  8.3,  such
policies,  annuity  contracts or other assets of the Employer  shall not be held
under any trust for the benefit of  Participants,  their  Beneficiaries,  heirs,
successors  or  assigns,  or  held  in any way as  collateral  security  for the
fulfilling of the  obligations  of the Employer  under this Plan. Any and all of
the Employer's assets and policies shall be, and remain, the general, unpledged,
unrestricted  assets of the Employer.  The Employer's  obligation under the Plan
shall be that of an unfunded and unsecured promise to pay money in the future.

     9.3 Trust Fund. The Employer  shall be  responsible  for the payment of all
benefits provided under the Plan. At its discretion,  the Employer may establish
one or more trusts, with such trustee. as the Board may approve, for the purpose
of  providing  for the  payment  of such  benefits.  Such trust or trusts may be
irrevocable,  but the  assets  thereof  shall be  subject  to the  claims of the
Employer's  creditors.  To the extent any benefits  provided  under the Plan are
actually paid from any such trust, the Employer shall have no further obligation
with respect thereto,  but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Employer.

     9.4 Nonassignabiliy.  Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer,  pledge,  anticipate,  mortgage or
otherwise encumber, transfer, hypothecate or convey in advance of actual receipt
the amounts, if any, payable hereunder,  or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and  nontransferable.
No part of the amount  payable  shall,  prior to actual  payment,  be subject to
seizure or  sequestration  for the payment of any debts,  judgments,  alimony or
separate  maintenance  owed  by a  Participant  or  any  other  person,  nor  be
transferable  by operation of law in the event of a  Participant's  or any other
person's bankruptcy or insolvency.

     9.5 Not a Contract of  Employment.  The terms and  conditions  of this Plan
shall not be deemed to constitute a contract of employment  between the Employer
and the  Participant,  and the  Participant (or his  Beneficiary)  shall have no
rights  against the Employer  except as may otherwise be  specifically  provided
herein. Moreover, nothing in this Plan shall be deemed to give a Participant the
right to be  retained in the service of the  Employer or to  interfere  with the
right of the Employer to discipline or discharge him at any time.

     9.6 Protective  Provisions.  A Participant will cooperate with the Employer
by furnishing  any and all  information  requested by the Employer,  in order to
facilitate  the  payment  of  benefit  hereunder,  and by taking  such  physical
examinations  as the Employer may deem necessary and taking such other action as
may be requested by the Employer.

                                      -13-
9.7 Terms. Whenever any words are used herein in the masculine,  they shall
be  construed  as though they were used in the  feminine in all cases where they
would so apply; and wherever any words are used herein in the singular or in the
plural,  they  shall be  construed  as though  they  were used in the  plural or
singular, as the case may be, in all cases where they would so apply.

     9.8 Captions.  The captions of the articles,  sections,  and  paragraphs of
this Plan are for  convenience  only and shall not control or affect the meaning
or construction of any of its provisions.

     9.9  Governing  Law.  The  provisions  of this  Plan  shall  be  construed,
interpreted,  and governed in all respects in accordance with applicable federal
law and, to the extent not preempted by such federal law, in accordance with the
laws of the State of California.

     9.10  Validity.  If any  provision  of this Plan  shall be held  illegal or
invalid for any reason, the remaining provisions shall nevertheless  continue in
full force and effect without being impaired or invalidated in any way.

     9.11 Notice.  Any notice or filing required or permitted to be given to the
Committee under the Plan shall be sufficient in writing and hand  delivered,  or
sent by registered or certified mail, to any member of the Committee,  or to the
Employer's  statutory agent. Such notice shall be deemed given as of the date of
delivery  or, if delivery is made by mail,  as of the date shown on the postmark
on the receipt for registration or certification.

     9.12  Successors.  The  provisions of this Plan shall bind and inure to the
benefit of the Employer and its successors and assigns.  The term  successors as
used herein shall  include any corporate or other  business  entity which shall,
whether  by  merger,  consolidation,   purchase  or  otherwise  acquire  all  or
substantially all of the business and assets of the Employer,  and successors of
any such corporation or other business entity.

TRICO BANCSHARES

By:    /s/ William J. Casey
       ---------------------------------
       William Casey, Chairman

By:    /s/ Wendell J. Lundberg
       ---------------------------------
       Secretary

                                      -14-
Exhibit 1

Participation Agreement
The TriCo Bancshares 2004 Supplemental Executive Retirement Plan

Participant:                    (INSERT NAME)
                    ------------------------------------

Eligibility Date:       (INSERT DATE OF ELIGIBILITY)
                    ------------------------------------

The above named  Participant is authorized to receive  benefits  pursuant to the
2004 TriCo Bancshares  Supplemental  Executive  Retirement Plan. Benefit accrual
shall commence as of the Eligibility Date listed above.

Waiver and Release of Claims
In  granting  this  benefit  to  the  Participant,   TriCo  Bancshares  and  the
Participant  acknowledge that any benefits earned in the 1987 Plan are frozen at
the level accrued as of December 31, 2003. The parties mutually agree that these
benefits will be provided by the 2004 TriCo  Bancshares  Supplemental  Executive
Retirement  Plan which  replaces  any  benefits  the  Participant  may have been
eligible to receive  pursuant to the Tri Counties  Bank  Supplemental  Executive
Retirement Plan effective September 1, 1987. The parties mutually agree that any
obligations  due the  Participant  under  the  terms of the 1987  Plan are fully
satisfied by the benefits  provided by the TriCo  Bancshares  2004  Supplemental
Executive Retirement Plan.

Participant:
                   ---------------------------         -------------------------
                           (Signature)                        (Print Name)

TriCo Bancshares:
                   ---------------------------
                      (authorized executive)

Date:
                   ---------------------------

                                      -15-
EXHIBIT 2

Beneficiary Designation Form
The 2004 TriCo Bancshares Supplemental Executive Retirement Plan

I.       PRIMARY DESIGNATION
         (You may  refer  to the  beneficiary designation information  prior  to
         completion of this form.)

A.       Person(s) as a Primary Designation:
         (Please indicate the percentage for each beneficiary.)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

B.       Estate as a Primary Designation:

My Primary  Beneficiary is The Estate of
                                          --------------------------------------
as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Primary Designation:

Name of the Trust:
                    ------------------------------------------------------------
Execution Date of the Trust:       /       /
                             -----   -----   ---------
Name of the Trustee:
                     -----------------------------------------------------------

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each
beneficiary):
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

Is this an Irrevocable Life Insurance Trust?           Yes              No
                                              --------         --------
(If yes and this designation is for a Split Dollar  agreement,  an Assignment of
Rights form should be completed.)

                                      -16-
II.     SECONDARY (CONTINGENT) DESIGNATION

A.       Person(s) as a Secondary (Contingent)Designation:
         (Please indicate the percentage for each beneficiary.)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

B.       Estate as a Secondary (Contingent) Designation:

My Secondary Beneficiary is The Estate of
                                          --------------------------------------
as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Secondary (Contingent) Designation:

Name of the Trust:
                    ------------------------------------------------------------
Execution Date of the Trust:       /       /
                             -----   -----   ---------
Name of the Trustee:
                     -----------------------------------------------------------

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each

beneficiary):
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

All sums payable under this Agreement by reason of my death shall be paid to the
Primary  Beneficiary(ies),  if  he  or  she  survives  me,  and  if  no  Primary
Beneficiary(ies)   shall  survive  me,  then  to  the   Secondary   (Contingent)
Beneficiary(ies).  This  beneficiary  designation is valid until the participant
notifies the bank in writing.

---------------------------------------                   ----------------------
Participant's Signature                                            Date

                                      -17-
Exhibit 10.21

Form of Indemnification Agreement between TriCo Bancshares/Tri Counties Bank and
each of Craig Carney,  W.R. Hagstrom,  Andrew Mastorakis,  Rick Miller,  Richard
O'Sullivan, Thomas Reddish, Ray Rios, and Richard Smith.

                            INDEMNIFICATION AGREEMENT

     This Indemnification Agreement ("Agreement") is entered into on __________,
by and between  TriCo  Bancshares,  a California  corporation  ("Company"),  and
______________________________  ("Executive  Officer"),  an executive officer of
the Company.

                                    Recitals

A. It is in the best  interests  of the Company to attract and retain  qualified
executive officers to serve this Company.

B. In order to attract  and retain  such  persons,  it is  necessary  to provide
assurance  that their  interests  will be  protected  and defended to the extent
permitted by  applicable  law if a claim is brought or  threatened  against them
based upon their actions as executive officers of this Company.

C. It is now and has always been the express  policy of the Company to indemnify
its  executive  officers  so  as to  provide  them  with  the  maximum  possible
protection permitted by law.

D. The  substantial  increase in corporate  litigation  subjects  the  executive
officers to  expensive  litigation  risks at the same time the  availability  of
directors' & officers' liability insurance has been limited.

E. The  Executive  Officer  believes  that the  protection  available  under the
Company's  Articles of Incorporation and insurance  policies may not be adequate
in the present circumstances,  and may not be willing to continue to serve as an
executive  officer  without  adequate  protection,  and the Company  desires the
Executive Officer to continue to serve in such capacity.

     NOW, THEREFORE, the parties agree as follows:

                               Terms of Agreement

     Agreement to Continue Employment.  The Executive Officer agrees to continue
to be employed as an  Executive  Officer of the  Company in the  Company's  sole
discretion  or until  such  time as he  terminates  his  employment  in  writing
(subject to the terms of any employment  agreement between the Executive Officer
and the Company or its subsidiaries).

     Definitions. As used in this Agreement:

     a.   The  term  "Proceeding"  shall  include  any  threatened,  pending  or
     completed   action   or   proceeding,   whether   of  a  civil,   criminal,
     administrative  or investigative  nature, in which the Executive Officer is
     or was a party or is  threatened  to be made a party by  reason of the fact
     that the  Executive  Officer is or was an executive  officer of the Company
     (or any subsidiary of the Company),  or is or was serving at the request of
     the Company as a, director,  officer,  employee or agent of another foreign
     or  domestic  corporation,  partnership,  joint  venture,  trust  or  other
     enterprise.

     b.   The term "Expenses"  shall include,  without  limitation,  expenses of
     investigation,  judicial or administrative  proceedings or appeals, amounts
     paid in  settlement by or on behalf of the  Executive  Officer,  attorneys'
     fees  and  disbursements  and any  expenses  of  establishing  a  right  to
     indemnification under paragraph 7 of this Agreement,  but shall not include
     amounts of judgments, fines or penalties against the Executive Officer.
Indemnity in  Third-Party  Proceedings.  The Company  shall  indemnify  the
Executive  Officer in accordance with the provisions of this paragraph 3 against
all Expenses,  judgments,  fines,  settlements  and other  amounts  actually and
reasonably  incurred by the Executive  Officer in connection with the Proceeding
(other than a Proceeding by or in the right of the Company to procure a judgment
in its favor),  but only if the  Executive  Officer acted in good faith and in a
manner which he or she  reasonably  believed to be in the best  interests of the
Company,  and, in the case of a criminal proceeding,  had no reasonable cause to
believe  that his or her  conduct  was  unlawful.  The  termination  of any such
Proceeding  by judgment,  order,  settlement,  conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
Executive  Officer  did  not act in  good  faith  in a  manner  which  he or she
reasonably  believed to be in the best  interests  of the  Company,  or that the
Executive  Officer had  reasonable  cause to believe that his or her conduct was
unlawful.

     Indemnity in  Proceedings  by or in the Right of the  Company.  The Company
shall indemnify the Executive  Officer in accordance with the provisions of this
paragraph  4 against  all  Expenses  actually  and  reasonably  incurred  by the
Executive Officer in connection with the defense or settlement of any Proceeding
if the  Executive  Officer  acted in good faith and in a manner  which he or she
believed to be in the best interests of the Company and its shareholders, except
that no  indemnification  for Expenses  shall be made under this  paragraph 4 in
respect of any claim,  issue or matter as to which the  Executive  Officer shall
have been adjudged to be liable to the Company in the  performance of his or her
duty to the Company and its shareholders, unless and only to the extent that the
court  in  which  such  Proceeding  is  or  was  pending  shall  determine  upon
application  that, in view of all the  circumstances  of the case, the Executive
Officer is fairly and  reasonably  entitled to indemnity  for such  Expenses and
then only to the extent such court shall determine.

     Indemnification of Expenses of Successful Party.  Notwithstanding any other
provision of this Agreement,  to the extent that the Executive  Officer has been
successful  on the  merits in defense  of any  Proceeding,  or in defense of any
claim,  issue or matter  therein,  Executive  shall be  indemnified  against all
Expenses actually and reasonably incurred by the Executive Officer in connection
therewith.

     Advances of Expenses.  At the written request of the Executive Officer, the
Expenses  incurred by the Executive  Officer in any Proceeding  shall be paid by
the Company prior to the final disposition of such Proceeding, provided that the
Executive  Officer shall undertake in writing to repay such amount to the extent
that it is determined  ultimately that the Executive  Officer is not entitled to
indemnification.  If the Company  makes an advance of expenses  pursuant to this
paragraph  6, the Company  shall be  subrogated  to every right of recovery  the
Executive  Officer may have against any insurance  carrier from whom the Company
has purchased insurance for such purpose.

     Right  of  the  Executive  Officer  to  Indemnification  Upon  Application;
Procedure Upon Application.

     a.   Any  indemnification  under  paragraphs  3  and  4  or  advance  under
     paragraph  6 shall  be paid by the  Company  no  later  than 45 days  after
     receipt  of  the  written  request  of  the  Executive  Officer,  unless  a
     determination  is made  within  said  45-day  period  by (1) the  Board  of
     Directors by a majority  vote of a quorum  consisting of directors who were
     not parties to the Proceeding in respect of which  indemnification is being
     sought,  or (2) if a quorum of  disinterested  directors is not  available,
     independent  legal  counsel in a written  opinion  (which  counsel shall be
     appointed by a quorum of the Board of Directors),  or (3) the  stockholders
     of the  Company  with the  shares  owned  by the  Executive  Officer  to be
     indemnified  not being entitled to vote thereon,  or (4) the court in which
     the  Proceeding is or was pending upon  application  made by the Company or
     the Executive Officer or the attorney or other person rendering services in
     connection  with the defense,  whether or not the application is opposed by
     the Company,  that the Executive Officer has not met the relevant standards
     for indemnification set forth in paragraphs 3 and 4.

     b.   The right to indemnification or advancement of Expenses as provided by
     this Agreement  shall be enforceable by the Executive  Officer in any court
     of competent  jurisdiction.  The burden of proving that  indemnification or
     advances are not appropriate  shall be on the Company.  Neither the failure
     of the Company  (including  its Board of  Directors  or  independent  legal
     counsel  or  stockholders)  to  have  made  a  determination  prior  to the
     commencement  of  such  action  that  the  Executive  Officer  has  met the
     applicable  standard of conduct nor an actual  determination by the Company
     (including  its  Board  of  Directors  or  independent   legal  counsel  or
     stockholders) that the Executive Officer has not met such standard shall be
     a defense to the action or create a presumption that the Executive  Officer
     has not met the  applicable  standard of conduct.  The Executive  Officer's
     Expenses  actually and reasonably  incurred in connection with successfully
     establishing his or her right to indemnification  or advances,  in whole or
     in part, shall also be indemnified by the Company.
c.   With respect to any Proceeding for which indemnification is requested,
     the Company will be entitled to participate therein at its own expense and,
     except as  otherwise  provided  below,  the  Company may assume the defense
     thereof,  with counsel satisfactory to the Executive Officer.  After notice
     from the  Company to the  Executive  Officer of its  election to assume the
     defense of a  Proceeding,  the Company will not be liable to the  Executive
     Officer under this Agreement for any Expenses  subsequently incurred by the
     Executive  Officer in connection  with the defense  thereof,  other than as
     provided below.  The Company shall not settle any Proceeding in any manner,
     which  would  impose any penalty or  limitation  on the  Executive  Officer
     without the Executive  Officer's  written  consent.  The Executive  Officer
     shall have the right to employ  counsel in any  Proceeding but the fees and
     expenses  of such  counsel  incurred  after  notice from the Company of its
     assumption of the defense of the Proceeding  shall be at the expense of the
     Executive  Officer,  unless (i) the  employment of counsel by the Executive
     Officer has been  authorized  by the Company,  (ii) The  Executive  Officer
     shall have  reasonably  concluded  that there may be a conflict of interest
     between the Company and the Executive Officer in the conduct of the defense
     of a  Proceeding,  or (iii) the  Company  shall  not in fact have  employed
     counsel to assume the defense of a  Proceeding,  in each of which cases the
     fees and expenses of the Executive  Officer's  counsel shall be advanced by
     the  Company.  Notwithstanding  the  foregoing,  the  Company  shall not be
     entitled to assume the defense of any Proceeding brought by or in the right
     of the Company.

     Limitation on Indemnification.  No payment pursuant to this Agreement shall
be made by the Company:

     a.   to indemnify or advance  funds to the  Executive  Officer for Expenses
     with  respect  to  Proceedings  initiated  or  brought  voluntarily  by the
     Executive  Officer  and  not by way of  defense,  except  with  respect  to
     Proceedings  brought to  establish  or  enforce a right to  indemnification
     under this Agreement,  but such  indemnification or advancement of Expenses
     may be provided by the Company in specific  cases if the Board of Directors
     finds it to be appropriate;

     b.   to indemnify the Executive Officer for any Expenses,  judgments, fines
     or penalties sustained in any Proceeding for which payment is actually made
     to the Executive  Officer under a valid and collectible  insurance  policy,
     except in  respect of any  excess  beyond the amount of payment  under such
     insurance;

     c.   to indemnify the Executive Officer for any Expenses,  judgments, fines
     or penalties  sustained in any Proceeding for an accounting of profits made
     from the purchase or sale by the  Executive  Officer of  securities  of the
     Company  pursuant  to the  provisions  of section  16(b) of the  Securities
     Exchange Act of 1934, the rules and regulations  promulgated thereunder and
     amendments  thereto or similar  provisions  of any federal,  state or local
     statutory law;

     d.   to indemnify the Executive Officer for any Expenses,  judgments, fines
     or  penalties  resulting  from the  Executive  Officer's  conduct  which is
     finally adjudged to have been willful misconduct,  knowingly  fraudulent or
     deliberately dishonest;

     e.   if a court of  competent  jurisdiction  finally  determines  that such
     payment hereunder is unlawful; or

     f.   if contrary to section 317 of the California Corporations Code.

     Indemnification   Hereunder  Not   Exclusive.   The   indemnification   and
advancement of Expenses provided by this Agreement shall not be deemed exclusive
of any other  rights to which the  Executive  Officer may be entitled  under the
Articles of Incorporation or the Bylaws of the Company, any agreement,  any vote
of stockholders or disinterested directors, the California Corporations Code, or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another capacity while holding such office. The indemnification provided by this
Agreement  shall continue as to the Executive  Officer even though he or she may
have ceased to be an  executive  and shall inure to the benefit of the heirs and
personal representatives of the Executive Officer.
Partial  Indemnification.  If the Executive  Officer is entitled  under any
provision of this Agreement to  indemnification  by the Company for a portion of
the Expenses,  judgments, fines or penalties actually and reasonably incurred by
him or her in any Proceeding but not, however, for the total amount thereof, the
Company shall  nevertheless  indemnify the Executive  Officer for the portion of
such Expenses,  judgments,  fines or penalties to which the Executive Officer is
entitled.

     Maintenance of Liability Insurance.

     a.   The Company hereby covenants and agrees that, as long as the Executive
     Officer continues to serve as an executive of the Company and thereafter as
     long  as the  Executive  Officer  may be  subject  to any  Proceeding,  the
     Company,  subject to subsection  11(c) below,  shall maintain in full force
     and effect Directors' and Officers'  liability  insurance ("D&O Insurance")
     in reasonable amounts from established and reputable insurers.

     b.   In all D&O Insurance policies, the Executive Officer shall be named as
     an insured in such a manner as to provide  the  Executive  Officer the same
     rights and  benefits as are accorded to the most  favorably  insured of the
     Company's directors and officers.

     c.   Notwithstanding the foregoing, the Company shall have no obligation to
     obtain or maintain D&O  Insurance if the Company  determines  in good faith
     that such insurance is not reasonably available, the premium costs for such
     insurance  are  disproportionate  to the amount of coverage  provided,  the
     coverage  provided by such  insurance is so limited by  exclusions  that it
     provides an insufficient  benefit,  or the Executive  Officer is covered by
     similar insurance maintained by a subsidiary of the Company.

     Savings  Clause.  If this Agreement or any portion hereof is invalidated on
any  ground  by  any  court  of  competent   jurisdiction,   the  Company  shall
nevertheless  indemnify  the  Executive  Officer to the extent  permitted by any
applicable  portion of this  Agreement  that has not been  invalidated or by any
other applicable law.

     Notice. The Executive Officer shall, as a condition precedent to his or her
right to be  indemnified  under this  Agreement,  give to the Company  notice in
writing as soon as practicable  of any  Proceeding  for which  indemnity will or
could be sought under this Agreement. Notice to the Company shall be directed to
TriCo Bancshares, 63 Constitution Drive, Chico, California 95973, Attn: Chairman
of the Board (or such other address as the Company shall designate in writing to
the Executive  Officer).  Notice shall be deemed  received  three days after the
date postmarked if sent by prepaid mail,  properly addressed.  In addition,  the
Executive  Officer shall give the Company such information and cooperation as it
may reasonably require and as shall be within the Executive Officer's power.

     Counterparts. This Agreement may be executed in any number of counterparts,
all of which shall be deemed to constitute one and the same instrument.

     Applicable  Law.  This  Agreement  shall be governed by, and  construed and
interpreted in accordance with, the law of the State of California.

     Successors and Assigns.  This  Agreement  shall be binding upon the Company
and its successors and assigns.

     Amendments. No amendment, waiver, modification, termination or cancellation
of this  Agreement  shall be effective  unless in writing signed by both parties
hereto. The indemnification  rights afforded to the Executive Officer hereby are
contract rights and may not be diminished,  eliminated or otherwise  affected by
amendments to the Articles of Incorporation or Bylaws of the Company or by other
agreements.

     Survival of Company's Obligations.  The obligations hereunder shall survive
all the following to the extent not prohibited by applicable law:

     a.   The  Executive  Officer's  resignation  or removal from office for any
     reason.
b.   A change in control of the Company.

     c.   The merger, reorganization,  sale of assets, dissolution,  liquidation
     or conversion of the Company.

     d.   The bankruptcy or insolvency of the Company.

     e.   Any amendment of the Company's Articles of Incorporation or Bylaws.

     f.   Any action by a state or federal  banking  agency  including,  without
     limitation, the California Department of Financial Institutions,  the Board
     of  Governors  of the  Federal  Reserve  System  and  the  Federal  Deposit
     Insurance  Corporation to liquidate or place in receivership the Company or
     any of its assets or subsidiaries.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date first above written.

                          EXECUTIVE OFFICER

                          ------------------------------------------------------
                          Print Name:
                          Title:

                          TRICO BANCSHARES, a California corporation

                          By:
                             ---------------------------------------------------
                          Title: Chairman of the Board
Exhibit 11.1

TRICO BANCSHARES

Computation of Earnings Per Share on Common and Common  Equivalent Shares and on
Common Shares Assuming Full Dilution

                                              For the               For the
                                            three months           six months
                                           ended June 30,        ended June 30,
(In thousands, except per share data)     2004        2003      2004        2003
                                        ----------------------------------------
Weighted average number of common
    shares outstanding - basic           15,640      15,592    15,628     14,868

Add exercise of options reduced by the
    number of shares that could have
    been purchased with the proceeds
    of such exercise                        575         450       586        448
                                        ----------------------------------------
Weighted average number of common
    shares outstanding - diluted         16,215      16,042    16,214     15,316
                                        ========================================

Net income                               $4,847      $4,254    $9,624     $7,867

Basic earnings per share                  $0.31       $0.27     $0.62      $0.53

Diluted earnings per share                $0.30       $0.27     $0.59      $0.51
Exhibit 31.1

Rule 13a-14/15d-14 Certification of CEO

I, Richard P. Smith, certify that;

     1.   I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including its consolidated subsidiary, is made known
               to us by others within those  entities,  particularly  during the
               period in which this quarterly report is being prepared;
          b.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and procedures  and presented in this  quarterly  report
               our  conclusions   about  the  effectiveness  of  the  disclosure
               controls and  procedures,  as of the end of the period covered by
               this quarterly report based on such evaluation; and
          c.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               quarter  in the case of an  annual  report)  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting;
     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors;
          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record, process,  summarize and report financial data;
               and
          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Date: August 3, 2004                    /s/ Richard P. Smith
                                        ----------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer
Exhibit 31.2

Rule 13a-14/15d-14 Certification of CFO

I, Thomas J. Reddish, certify that;

     1.   I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including its consolidated subsidiary, is made known
               to us by others within those  entities,  particularly  during the
               period in which this quarterly report is being prepared;
          b.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and procedures  and presented in this  quarterly  report
               our  conclusions   about  the  effectiveness  of  the  disclosure
               controls and  procedures,  as of the end of the period covered by
               this quarterly report based on such evaluation; and
          c.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               quarter  in the case of an  annual  report)  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting;
     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors;
          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record, process,  summarize and report financial data;
               and
          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Date: August 3, 2004                    /s/ Thomas J. Reddish
                                        ----------------------------------------
                                        Thomas J. Reddish
                                        Executive Vice President and
                                        Chief Financial Officer
Exhibit 32.1

Section 1350 Certification of CEO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period  ended June 30, 2004 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I,  Richard P. Smith,
President and Chief Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

        (1)    The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and
        (2)    The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.

        /s/ Richard P. Smith
        -------------------------------------
        Richard P. Smith
        President and Chief Executive Officer

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

Section 1350 Certification of CFO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period  ended June 30, 2004 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I, Thomas J. Reddish,
Vice President and Chief Financial Officer of the Company,  certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

        (1)    The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and
        (2)    The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.

        /s/ Thomas J. Reddish
        -------------------------------------
        Thomas J. Reddish
        Executive Vice President and
        Chief Financial Officer

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.