UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarterly Period Ended March 31, 2009         Commission file number 0-10661
---------------------------------------------     ------------------------------

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

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

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

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


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

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

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

     Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer" and "large accelerated filer" in Rule 12b-2 of the Act (check one).

            Large accelerated filer      Accelerated filer  X
                                   ----                   ----
            Non-accelerated filer        Small reporting company
                                   ----                          ----
     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act).

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of March 31, 2009:  15,782,753



<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                                                18

   Item 2 - Management's Discussion and Analysis of Financial                19
            Condition and Results of Operations

   Item 3 - Quantitative and Qualitative Disclosures about Market Risk       27

   Item 4 - Controls and Procedures                                          28

PART II - OTHER INFORMATION                                                  29

   Item 1 - Legal Proceedings                                                29

   Item 1A - Risk Factors                                                    29

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

   Item 6 - Exhibits                                                         30

   Signatures                                                                33

   Exhibits                                                                  34



<PAGE>


                                       36
                           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,
it may mean the  Company  is  making  forward-looking  statements.  A number  of
factors,  some of which are beyond the Company's  ability to predict or control,
could cause future results to differ  materially  from those  contemplated.  The
reader is  directed  to the  Company's  annual  report on Form 10-K for the year
ended  December  31,  2008,  and Part II,  Item 1A of this  report  for  further
discussion of factors which could affect the Company's business and cause actual
results  to  differ  materially  from  those  suggested  by any  forward-looking
statement made in this report.  Such Form 10-K and this report should be read to
put any  forward-looking  statements  in  context  and to  gain a more  complete
understanding of the risks and uncertainties involved in the Company's business.
Any forward-looking statement may turn out to be wrong and cannot be guaranteed.
The Company does not intend to update any  forward-looking  statement  after the
date of this report.


                                       1
<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

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

                                                          At March 31,          At December 31,
                                                      2009           2008            2008
                                                   --------------------------   ---------------
     <S>                                                <C>            <C>              <C>
Assets:
Cash and due from banks                              $137,241         $74,713        $86,355
                                                  ---------------------------   --------------
         Cash and cash equivalents                    137,241          74,713         86,355
Securities available-for-sale                         279,122         272,276        266,561
Federal Home Loan Bank stock, at cost                   9,235           8,885          9,235
Loans, net of allowance for loan losses
    of $32,774, $19,383 and $27,590                 1,534,182       1,528,561      1,563,259
Foreclosed assets, net of allowance for
    losses of $392, $180 and $230                       2,407             836          1,185
Premises and equipment, net                            18,537          20,069         18,841
Cash value of life insurance                           47,095          45,341         46,815
Accrued interest receivable                             7,970           8,096          7,935
Goodwill                                               15,519          15,519         15,519
Other intangible assets, net                              519           1,053            653
Other assets                                           26,525          24,001         26,832
                                                  ---------------------------   -------------
    Total Assets                                   $2,078,352      $1,999,350     $2,043,190
                                                  ===========================   =============
Liabilities:
Deposits:
    Noninterest-bearing demand                       $371,639        $358,684       $401,247
    Interest-bearing                                1,355,067       1,169,791      1,268,023
                                                   --------------------------   -------------
    Total deposits                                  1,726,706       1,528,475      1,669,270
Federal funds purchased                                     -         102,300              -
Accrued interest payable                                5,769           6,201          6,146
Reserve for unfunded commitments                        2,740           2,915          2,565
Other liabilities                                      25,272          25,154         24,034
Other borrowings                                       76,081         103,767        102,005
Junior subordinated debt                               41,238          41,238         41,238
                                                   --------------------------   -------------
    Total Liabilities                               1,877,806       1,810,050      1,845,258
                                                   --------------------------   -------------
Commitments and contingencies
Shareholders' Equity:
Common stock, no par value: 50,000,000 shares
    authorized; issued and outstanding:
    15,782,753 at March 31, 2009                       79,132
    15,744,950 at March 31, 2008                                       78,142
    15,756,101 at December 31, 2008                                                   78,246
Retained earnings                                     117,940         111,133        117,630
Accumulated other comprehensive income, net             3,474              25          2,056
                                                   --------------------------    ------------
    Total Shareholders' Equity                        200,546         189,300        197,932
                                                   --------------------------    ------------
    Total Liabilities and Shareholders' Equity     $2,078,352      $1,999,350     $2,043,190
                                                   ==========================    ============
See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>


                                       2
<PAGE>


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

                                                    Three months ended March 31,
                                                           2009         2008
                                                    ----------------------------
Interest and dividend income:
Loans, including fees                                     $25,513      $27,726
Debt securities:
Taxable                                                     3,083        2,959
Tax exempt                                                    264          324
Dividends                                                       -          119
Cash at Federal Reserve and other banks                        22            2
                                                       -------------------------
Total interest income                                      28,882       31,130
                                                       -------------------------
Interest Expense:
Deposits                                                    5,202        7,177
Federal funds purchased                                         -          812
Other borrowings                                              242        1,063
Junior subordinated debt                                      440          713
                                                       -------------------------
Total interest expense                                      5,884        9,765
                                                       -------------------------
Net interest income                                        22,998       21,365
                                                       -------------------------
Provision for loan losses                                   7,800        4,100
                                                       -------------------------
Net interest income after provision for loan losses        15,198       17,265
                                                       -------------------------
Noninterest income:
Service charges and fees                                    5,052        5,128
Gain on sale of loans                                         641          258
Commissions on sale of non-deposit investment products        489          420
Increase in cash value of life insurance                      280          360
Other                                                         153          684
                                                       -------------------------
Total noninterest income                                    6,615        6,850
                                                       -------------------------
Noninterest expense:
Salaries and related benefits                               9,789        9,480
Other                                                       7,412        8,093
                                                       -------------------------
Total noninterest expense                                  17,201       17,573
                                                       -------------------------
Income before income taxes                                  4,612        6,542
Provision for income taxes                                  1,730        2,494
                                                       -------------------------
Net income                                                 $2,882       $4,048
                                                       =========================
Average shares outstanding                             15,774,624    15,842,085
Diluted average shares outstanding                     16,019,488    16,081,722

Per share data:
Basic earnings                                              $0.18         $0.26
Diluted earnings                                            $0.18         $0.25
Dividends paid                                              $0.13         $0.13

See accompanying notes to unaudited condensed consolidated financial statements.


                                       3

<PAGE>

<TABLE>
<CAPTION>
                                TRICO BANCSHARES
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
           (In thousands, except share and per share data; unaudited)

                                                                               Accumulated
                                           Shares of                               Other
                                           Common       Common     Retained    Comprehensive
                                           Stock        Stock      Earnings         Loss       Total
                                       ---------------------------------------------------------------
<S>                                          <C>           <C>         <C>          <C>          <C>
Balance at December 31, 2007            15,911,550      $78,775    $111,655       ($1,552)    $188,878
Comprehensive income:                                                                         --------
Net income                                                            4,048                      4,048
Change in net unrealized loss on
   Securities available for sale, net                                               1,577        1,577
                                                                                               -------
Total comprehensive income                                                                       5,625
Cumulative effect of change in
   accounting principle, net of tax                                    (522)                      (522)
Stock option vesting                                        192                                    192
Repurchase of common stock                (166,600)        (825)     (1,996)                    (2,821)
Dividends paid ($0.13 per share)                                     (2,052)                    (2,052)
                                       ----------------------------------------------------------------
Balance at March 31, 2008               15,744,950       $78,142   $111,133           $25     $189,300
                                       ================================================================

Balance at December 31, 2008            15,756,101       $78,246   $117,630        $2,056     $197,932
Comprehensive income:
Net income                                                            2,882                      2,882
Change in net unrealized loss on
   Securities available for sale, net                                               1,418        1,418
                                                                                              ---------
Total comprehensive income                                                                       4,300
Stock option vesting                                        137                                    137
Stock option exercise                       53,213          828                                    828
Tax benefit of stock options exercised                       53                                     53
Repurchase of common stock                 (26,561)        (132)       (520)                      (652)
Dividends paid ($0.13 per share)                                     (2,052)                    (2,052)

Balance at March 31, 2009               15,782,753      $79,132    $117,940        $3,474     $200,546
                                       ================================================================
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.



                                       4
<PAGE>


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

                                                      For the three months ended
                                                                    March 31,
                                                               2009       2008
Operating activities:                                  -------------------------
Net income                                                    $2,882     $4,048
Adjustments to reconcile net income to net cash provided
 by operating activities:
   Depreciation of premises and equipment, and amortization     834         869
   Amortization of intangible assets                            134         123
   Provision for loan losses                                  7,800       4,100
   Amortization of investment securities premium, net            77          84
   Originations of loans for resale                         (45,142)    (17,403)
   Proceeds from sale of loans originated for resale         45,401      17,484
   Gain on sale of loans                                       (641)       (258)
   Change in fair value of mortgage servicing rights            173         340
   Provision for losses on other real estate owned              162           -
   Loss on sale of fixed assets                                   5           2
   Increase in cash value of life insurance                    (280)       (360)
   Stock option vesting expense                                 137         192
   Stock option excess tax benefits                             (53)          -
   Change in reserve for unfunded commitments                   175         825
   Change in:
     Interest receivable                                        (35)        458
     Interest payable                                          (377)     (1,670)
     Other assets and liabilities, net                          575       1,990
                                                           ---------------------
       Net cash provided by operating activities             11,827      10,824
                                                           ---------------------
Investing activities:
Proceeds from maturities of securities available-for-sale    19,205      13,007
Purchases of securities available-for-sale                  (29,396)    (50,219)
Purchase of Federal Home Loan Bank stock                          -        (119)
Loan originations and principal collections, net             19,893       1,325
Proceeds from sale of premises and equipment                      -           1
Purchases of premises and equipment                            (332)     (1,224)
                                                           ---------------------
       Net cash (used) provided by investing activities       9,370    (37,229)
                                                           ---------------------
Financing activities:
Net (decrease) increase in deposits                          57,436     (16,748)
Net increase in federal funds purchased                           -      46,300
Payments of principal on long-term other borrowings             (22)        (20)
Net decrease in short-term other borrowings                 (25,902)    (12,339)
Stock option excess tax benefits                                 53           -
Repurchase of Common Stock                                        -      (2,821)
Dividends paid                                               (2,052)     (2,052)
Exercise of stock options                                       176           -
                                                           ---------------------
      Net cash provided (used) by financing activities       29,689      12,320
                                                           ---------------------
Net decrease in cash and cash equivalents                    50,886     (14,085)
                                                           ---------------------
Cash and cash equivalents at beginning of period             86,355      88,798
                                                           ---------------------
Cash and cash equivalents at end of period                 $137,241     $74,713
                                                           =====================
Supplemental disclosure of noncash activities:
Loans transferred to other real estate owned                 $1,384        $649
Unrealized net gain on securities available for sale         $2,447      $2,721
Market value of shares tendered by employees in-lieu of
  cash to pay for exercise options and/or related taxes        $652           -
Supplemental disclosure of cash flow activity:
Cash paid for interest expense                               $6,261     $11,435
Cash paid for income taxes                                     $192           -

See accompanying notes to unaudited condensed consolidated financial statements.


                                       5
<PAGE>


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: General Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange  Commission.  The results of operations  reflect interim
adjustments,  all of which are of a normal  recurring  nature and which,  in the
opinion of management,  are necessary for a fair presentation of the results for
the interim periods  presented.  The interim results for the three month periods
ended  March 31,  2009 and 2008 are not  necessarily  indicative  of the results
expected for the full year.  These unaudited  condensed  consolidated  financial
statements should be read in conjunction with the audited consolidated financial
statements and accompanying  notes as well as other information  included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2008.

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

Nature of Operations
The Company  operates 32 branch  offices and 25 in-store  branch  offices in the
California  counties of Butte,  Contra Costa, Del Norte,  Fresno,  Glenn,  Kern,
Lake, Lassen,  Madera,  Mendocino,  Merced,  Napa, Nevada,  Placer,  Sacramento,
Shasta,  Siskiyou,  Stanislaus,  Sutter,  Tehama,  Tulare,  Yolo and  Yuba.  The
Company's  operating  policy since its inception has emphasized  retail banking.
Most of the Company's  customers are retail  customers and small to medium sized
businesses.

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

Significant Group Concentration of Credit Risk
The Company grants agribusiness,  commercial, consumer, and residential loans to
customers  located  throughout the northern San Joaquin  Valley,  the Sacramento
Valley  and  northern  mountain  regions  of  California.   The  Company  has  a
diversified  loan  portfolio  within  the  business  segments  located  in  this
geographical  area. The Company currently  classifies all its operation into one
business segment that it denotes as community banking.

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

Investment Securities
The Company  classifies its debt and marketable  equity  securities  into one of
three  categories:  trading,  available-for-sale  or  held-to-maturity.  Trading
securities  are bought and held  principally  for the  purpose of selling in the
near term.  Held-to-maturity  securities are those  securities which the Company
has the  ability and intent to hold until  maturity.  All other  securities  not
included in trading or  held-to-maturity  are classified as  available-for-sale.
During the three months  ended March 31, 2009 and March 31,  2008,  and the year
ended December 31, 2008,  the Company did not have any securities  classified as
either held-to-maturity or trading.


                                       6
<PAGE>


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

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

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

Loans Held for Sale
Loans  originated  and intended for sale in the secondary  market are carried at
the  lower  of  aggregate  cost  or  fair  value,  as  determined  by  aggregate
outstanding  commitments from investors of current investor yield  requirements.
Net unrealized losses are recognized through a valuation allowance by charges to
income.  At March 31, 2009, March 31, 2008, and December 31, 2008, the Company's
balance of loans held for sale was immaterial.

Mortgage  loans held for sale are  generally  sold with the  mortgage  servicing
rights  retained by the Company.  The carrying  value of mortgage  loans sold is
reduced by the cost allocated to the associated mortgage servicing rights. Gains
or losses on the sale of loans that are held for sale are recognized at the time
of the sale and determined by the  difference  between net sale proceeds and the
net book  value of the  loans  less the  estimated  fair  value of any  retained
mortgage servicing rights.

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 actual life of
the loan.  Loans on which the  accrual of  interest  has been  discontinued  are
designated  as  nonaccrual  loans.  Accrual of  interest  on loans is  generally
discontinued  either  when  reasonable  doubt  exists  as to  the  full,  timely
collection  of interest or principal or when a loan becomes  contractually  past
due by 90 days or more with respect to interest or principal.  When loans are 90
days past due, but in management's  judgment are well secured and in the process
of  collection,  they may be  classified  as  accrual.  When a loan is placed on
nonaccrual  status,  all  interest  previously  accrued  but  not  collected  is
reversed.  Income on such loans is then  recognized only to the extent that cash
is received and where the future  collection of principal is probable.  Interest
accruals are resumed on such loans only when they are brought fully current with
respect to interest and principal and when, in the judgment of  Management,  the
loans are estimated to be fully  collectible  as to both principal and interest.
All impaired loans are classified as nonaccrual loans.

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



                                       7
<PAGE>


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

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

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

The Company's method for assessing the appropriateness of the allowance for loan
losses includes specific  allowances for identified  problem loans and leases as
determined  by SFAS 114,  formula  allowance  factors for pools of credits,  and
allowances for changing  environmental  factors (e.g.,  interest rates,  growth,
economic  conditions,  etc.).  Allowance factors for loan pools are based on the
previous 5 years  historical  loss  experience by product type.  Allowances  for
specific loans are based on SFAS 114 analysis of individual credits.  Allowances
for  changing  environmental  factors  are  Management's  best  estimate  of the
probable  impact these changes have had on the loan  portfolio as a whole.  This
process  is  explained  in  detail  in  the  notes  to  the  Company's   audited
consolidated financial statements in its Annual Report on Form 10-K for the year
ended December 31, 2008.

Based on the current conditions of the loan portfolio,  Management believes that
the  allowance  for loan  losses  ($32,774,000)  and the  reserve  for  unfunded
commitments  ($2,740,000),  which collectively stand at $35,514,000 at March 31,
2009,  are adequate to absorb  probable  losses  inherent in the Company's  loan
portfolio.  No assurance can be given, however, that adverse economic conditions
or other circumstances will not result in increased losses in the portfolio.


                                       8
<PAGE>


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

                                        Three months ended March 31,
                                        ----------------------------
     Allowance for loan losses:                2009          2008
                                        ----------------------------
     Balance at beginning of period         $27,590       $17,331
     Provision for loan losses                7,800         4,100
     Loans charged off:
       Real estate mortgage:
         Residential                            (90)          (54)
         Commercial                             (42)          (19)
       Consumer:
         Home equity lines                   (1,305)         (159)
         Home equity loans                     (105)          (89)
         Auto indirect                         (665)         (549)
         Other consumer                        (315)         (302)
       Commercial                              (479)         (135)
       Construction:
         Residential                              -        (1,078)
         Commercial                               -             -
                                          -------------------------
     Total loans charged off                 (3,001)       (2,385)
     Recoveries of previously
       charged-off loans:
       Real estate mortgage:
         Residential                              -             -
         Commercial                              15            14
       Consumer:
         Home equity lines                        2             -
         Home equity loans                        -             -
         Auto indirect                          136           122
         Other consumer                         196           193
       Commercial                                32             8
       Construction:
         Residential                              4             -
         Commercial                               -             -
                                          ------------------------
     Total recoveries of
       previously charged off loans             385           337
                                          ------------------------
         Net charge-offs                     (2,616)       (2,048)
                                          ------------------------
     Balance at end of period               $32,774       $19,383
                                          ========================
     Reserve for unfunded commitments:
     Balance at beginning of period          $2,565        $2,090
     Provision for losses -
       unfunded commitments                     175           825
                                          ------------------------
     Balance at end of period                $2,740        $2,915
                                          ========================
     Balance at end of period:
     Allowance for loan losses              $32,774       $19,383
     Reserve for unfunded commitments         2,740         2,915
                                          ------------------------
     Allowance for losses                   $35,514       $22,298
                                          ========================
     As a percentage of total loans:
     Allowance for loan losses                  2.09%        1.25%
     Reserve for unfunded commitments           0.18%        0.19%
                                          ------------------------
     Allowance for losses                       2.27%        1.44%
                                          ========================

                                       9
<PAGE>


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

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

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

                                         Three months ended March 31,
                                         ----------------------------
                                               2009         2008
                                         ----------------------------
Mortgage servicing rights:
Balance at beginning of period               $2,972        $4,088
Additions                                       382           177
Change in fair value                           (173)         (340)
                                          --------------------------
Balance at end of period                     $3,181        $3,925
                                          ==========================
Servicing fees received                        $269          $253
Balance of loans serviced at:
     Beginning of period                   $431,195      $406,743
     End of period                         $450,955      $407,246
Weighted-average prepayment speed (CPR)        22.0%         14.1%
Discount rate                                   9.0%         10.0%


                                       10
<PAGE>


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

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

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

Goodwill and Other Intangible Assets
Goodwill  represents  the  excess  of costs  over  fair  value of net  assets of
businesses acquired. Goodwill and other intangible assets acquired in a purchase
business  combination  and determined to have an indefinite  useful life are not
amortized,  but instead  tested for  impairment  at least  annually.  Intangible
assets with estimable useful lives are amortized over their respective estimated
useful lives to their estimated residual values, and reviewed for impairment.

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

The following table summarizes the Company's goodwill intangible as of March 31,
2009 and December 31, 2008.

                             December 31,                              March 31,
 (Dollars in Thousands)       2008        Additions    Reductions       2009
                            ----------------------------------------------------
 Goodwill                    $15,519         -              -          $15,519
                            ====================================================

The following  table  summarizes  the Company's  core deposit  intangibles as of
March 31, 2009 and December 31, 2008.

                                December 31,                           March 31,
 (Dollars in Thousands)           2008       Additions    Reductions     2009
                               -------------------------------------------------
 Core deposit intangibles        $3,365              -             -     $3,365
 Accumulated amortization        (2,712)             -         ($134)    (2,846)
                               -------------------------------------------------
 Core deposit intangibles, net     $653              -         ($134)      $519
                               =================================================

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)
              ------------                -----------------------
                  2009                             $328
                  2010                             $260
                  2011                              $65
               Thereafter                             -


                                       11
<PAGE>


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

On December 31 of each year,  goodwill is tested for  impairment,  and is tested
for impairment  more  frequently if events and  circumstances  indicate that the
asset might be impaired. An impairment loss is recognized to the extent that the
carrying amount exceeds the asset's fair value.  This  determination  is made at
the  reporting  unit  level  and  consists  of two  steps.  First,  the  Company
determines  the fair value of a reporting  unit and  compares it to its carrying
amount.  Second,  if the  carrying  amount of a reporting  unit exceeds its fair
value, an impairment loss is recognized for any excess of the carrying amount of
the reporting unit's goodwill over the implied fair value of that goodwill.  The
implied fair value of goodwill is determined by allocating the fair value of the
reporting unit in a manner similar to a purchase price allocation.  The residual
fair value after this allocation is the implied fair value of the reporting unit
goodwill.  Currently,  and  historically,  the Company is  comprised of only one
reporting  unit that operates  within the business  segment it has identified as
"community banking".

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


Stock-Based Compensation
The following table shows the number, weighted-average exercise price, intrinsic
value,  weighted average remaining  contractual life,  average remaining vesting
period,  and remaining  compensation  cost to be  recognized  over the remaining
vesting period of options  exercisable,  options not yet exercisable,  and total
options outstanding as of March 31, 2009:

<TABLE>
<CAPTION>
                                                      Currently     Currently Not     Total
(dollars in thousands except exercise price)         Exercisable     Exercisable   Outstanding
<S>                                                      <C>             <C>           <C>
Number of options                                     1,112,408       259,180       1,371,588
Weighted average exercise price                          $13.50        $19.88          $14.70
Intrinsic value                                          $4,951          $167          $5,118
Weighted average remaining contractual term (yrs.)         1.98          8.49            3.21
</TABLE>

The options for 259,180 shares that are not currently exercisable as of March
31, 2009 are expected to vest, on a weighted-average basis, over the next 2.51
years, and the Company is expected to recognize $1,400,000 of compensation costs
related to these options as they vest.


                                       12
<PAGE>


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

Earnings per share have been computed based on the following:

                                                    Three months ended March 31,
                                                      2009             2008
                                                   -----------------------------
                                                         (in thousands)
Net income                                            $2,882           $4,048
Average number of common shares outstanding           15,775           15,842
Effect of dilutive stock options                         244              240
                                                    ---------------------------
Average number of common shares outstanding
   used to calculate diluted earnings per share       16,019           16,082
                                                    ===========================

There were 552,870 and 424,050 options  excluded from the computation of diluted
earnings  per share for the three month  periods  ended March 31, 2009 and 2008,
respectively, because the effect of these options was antidilutive.

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

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

                                                    Three months ended March 31,
                                                            2009          2008
                                                    ----------------------------
                                                               (in thousands)
Unrealized holding gains on available-for-sale securities   $2,447       $2,721
Tax effect                                                  (1,029)      (1,144)
                                                          ----------------------
    Unrealized holding gains on
    available-for-sale securities, net of tax               $1,418       $1,577
                                                          ======================

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

                                                         March 31,  December 31,
                                                             2009          2008
                                                         -----------------------
                                                               (in thousands)
Net unrealized gains on available-for-sale securities       $8,578       $6,131
Tax effect                                                  (3,607)      (2,578)
                                                          ----------------------
    Unrealized holding gains on
    available-for-sale securities, net of tax                4,971        3,553
                                                          ----------------------
Minimum pension liability                                   (2,677)      (2,677)
Tax effect                                                   1,126        1,126
                                                          ----------------------
   Minimum pension liability, net of tax                    (1,551)      (1,551)

Joint beneficiary agreement liability                           94           94
Tax effect                                                     (40)         (40)
                                                          ----------------------
   Joint beneficiary agreement liability, net of tax            54           54
                                                          ----------------------
Accumulated other comprehensive loss                        $3,474       $2,056
                                                          ======================



                                       13
<PAGE>


Retirement Plans
The Company has  supplemental  retirement plans for current and former directors
and key executives.  These plans are non-qualified defined benefit plans and are
unsecured and unfunded.  The Company has purchased insurance on the lives of the
participants  and intends (but is not  required) to use the cash values of these
policies to pay the retirement  obligations.  The following table sets forth the
net periodic benefit cost recognized for the plans:

                                                    Three months ended March 31,
                                                         2009          2008
                                                    ----------------------------
                                                           (in thousands)
Net pension cost included the following components:
Service cost-benefits earned during the period             $99        $139
Interest cost on projected benefit obligation              174         166
Amortization of net obligation at transition                 -           -
Amortization of prior service cost                          38          45
Recognized net actuarial loss                               25          37
                                                      ------------------------
Net periodic pension cost                                 $336        $387
                                                      ========================

During the three months ended March 31, 2009 and 2008,  the Company  contributed
and paid out as benefits  $155,000 and $161,000,  respectively,  to participants
under the plans.  For the year ending  December 31, 2009, the Company expects to
contribute and pay out as benefits $587,000 to participants under the plans.

Fair Value Measurement
The Company utilizes fair value measurements to record fair value adjustments to
certain  assets  and  liabilities  and  to  determine  fair  value  disclosures.
Securities available-for-sale and mortgage servicing rights are recorded at fair
value on a recurring basis. Additionally,  from time to time, the Company may be
required to record at fair value other assets on a nonrecurring  basis,  such as
loans held for sale,  loans held for investment and certain other assets.  These
nonrecurring  fair value adjustments  typically involve  application of lower of
cost or market accounting or impairment write-downs of individual assets.

The Company groups assets and  liabilities at fair value in three levels,  based
on the  markets  in  which  the  assets  and  liabilities  are  traded  and  the
reliability of the assumptions used to determine fair value. These levels are:

Level 1 - Valuation is based upon quoted prices for identical instruments traded
          in active markets
Level 2 - Valuation  is based upon  quoted  prices for  similar  instruments  in
          active markets,  quoted prices for identical or similar instruments in
          markets that are not active, and model-based  valuation techniques for
          which all significant assumptions are observable in the market.
Level 3 - Valuation is generated from  model-based  techniques that use at least
          one  significant  assumption  not  observable  in  the  market.  These
          unobservable  assumptions reflect estimates of assumptions that market
          participants  would use in pricing the asset or  liability.  Valuation
          techniques include use of option pricing models,  discounted cash flow
          models and similar techniques.

Securities  available-for-sale  are recorded at fair value on a recurring basis.
Fair value  measurement  is based upon quoted  prices,  if available.  If quoted
prices are not  available,  fair values are measured using  independent  pricing
models or other  model-based  valuation  techniques such as the present value of
future  cash  flows,  adjusted  for the  security's  credit  rating,  prepayment
assumptions  and  other  factors  such  as  credit  loss  assumptions.  Level  1
securities  include  those  traded on an active  exchange,  such as the New York
Stock Exchange,  U.S. Treasury  securities that are traded by dealers or brokers
in active  over-the-counter  markets and money market funds.  Level 2 securities
include  mortgage-backed  securities  issued by government  sponsored  entities,
municipal bonds and corporate debt securities.  Securities classified as Level 3
include asset-backed securities in less liquid markets.

The Company does not record loans at fair value on a recurring  basis.  However,
from time to time,  a loan is  considered  impaired  and an  allowance  for loan
losses is  established.  Loans for which it is probable that payment of interest
and principal will not be made in accordance with the  contractual  terms of the
loan  agreement  are  considered   impaired.   Once  a  loan  is  identified  as
individually  impaired,  management  measures impairment in accordance with SFAS
114, Accounting by Creditors for Impairment of a Loan (SFAS 114). The fair value
of  impaired  loans  is  estimated  using  one  of  several  methods,  including
collateral value,  market value of similar debt,  enterprise value,  liquidation
value and discounted cash flows. Those impaired loans not requiring an allowance


                                       14
<PAGE>

represent  loans  for  which  the  fair  value  of the  expected  repayments  or
collateral exceed the recorded  investments in such loans. At December 31, 2008,
substantially  all of the total impaired loans were evaluated  based on the fair
value of the collateral.  In accordance  with SFAS 157,  impaired loans where an
allowance  is  established  based  on  the  fair  value  of  collateral  require
classification  in  the  fair  value  hierarchy.  When  the  fair  value  of the
collateral is based on an observable  market price or a current  appraised value
which uses substantially  observable data, the Company records the impaired loan
as nonrecurring  Level 2. When an appraised value is not available or management
determines  the fair  value of the  collateral  is  further  impaired  below the
appraised value, or the appraised value contains a significant  assumption,  and
there is no observable  market price,  the Company  records the impaired loan as
nonrecurring Level 3.

Mortgage  servicing rights are carried at fair value. A valuation  model,  which
utilizes a discounted  cash flow analysis  using a discount rate and  prepayment
speed assumptions is used in the completion of the fair value measurement. While
the prepayment speed assumption is currently quoted for comparable  instruments,
the  discount  rate  assumption  currently  requires  a  significant  degree  of
management  judgment.  As such, the Company classifies mortgage servicing rights
subjected to recurring fair value adjustments as Level 3.

Goodwill and identified  intangible assets are subject to impairment  testing. A
projected  cash flow  valuation  method is used in the  completion of impairment
testing.  This  valuation  method  requires a  significant  degree of management
judgment as there are  unobservable  inputs for these  assets.  In the event the
projected  undiscounted  net  operating  cash  flows are less than the  carrying
value, the asset is recorded at fair value as determined by the valuation model.
As such, the Company  classifies  goodwill and other intangible assets subjected
to nonrecurring fair value adjustments as Level 3.

The table below presents the recorded amount of assets and liabilities  measured
at fair value on a recurring basis (in thousands):

Fair value at March 31, 2009            Total     Level 1   Level 2      Level 3
Securities available-for-sale         $279,122        -    $279,122          -
Mortgage servicing rights                3,181        -           -      $3,181
                                      ------------------------------------------
Total assets measured at fair value   $282,303        -    $279,122      $3,181
                                      ==========================================

The table below presents the recorded amount of assets and liabilities  measured
at fair value on a nonrecurring basis (in thousands):

Fair value at March 31, 2009            Total     Level 1   Level 2      Level 3
Impaired loans                         $29,377         -          -      $29,377
                                       -----------------------------------------
Total assets measured at fair value    $29,377         -          -      $29,377

Recent Accounting Pronouncements
FASB Emerging Issues Task Force ("EITF") Issue No. 06-4, Accounting for Deferred
Compensation and Postretirement Benefit Aspects of Endorsement Split Dollar Life
Insurance  Arrangements.  EITF 06-4 requires the  recognition of a liability and
related  compensation  expense for bank owned life insurance policies with joint
beneficiary  agreements  that  provide a benefit to an employee  that extends to
post-retirement  periods. Under EITF 06-4, life insurance policies purchased for
the purpose of providing  such  benefits do not  effectively  settle an entity's
obligation to the employee.  Accordingly,  the entity must recognize a liability
and related  compensation  expense during the  employee's  active service period
based on the future  cost of  insurance  to be  incurred  during the  employee's
retirement.  If the  entity  has agreed to  provide  the  employee  with a death
benefit, then the liability for the future death benefit should be recognized by
following the guidance in SFAS 106,  Employer's  Accounting  for  Postretirement
Benefits  Other Than  Pensions.  The Company  adopted EITF 06-4  effective as of
January 1, 2008 as a change in accounting  principle through a cumulative-effect
adjustment to retained earnings of $522,000 net of tax.

In November 2007, the SEC issued Staff Accounting Bulletin No. 109, Written Loan
Commitments  Recorded at Fair Value through Earnings (SAB 109). SAB 109 provides
guidance on the accounting for written loan  commitments  recorded at fair value
under generally accepted  accounting  principles (GAAP).  Specifically,  the SAB
revises  the  Staff's  views on  incorporating  expected  net future  cash flows
related to loan servicing  activities in the fair value measurement of a written
loan commitment.  SAB 109, which  supersedes SAB 105,  Application of Accounting
Principles  to Loan  Commitments,  requires  the  expected net future cash flows
related to the associated  servicing of the loan be included in the  measurement
of all written loan  commitments  that are  accounted  for at fair value through
earnings. SAB 109 was effective on January 1, 2008 for the Company.  Adoption of
SAB 109 did not a material impact on the Company's financial statements.


                                       15
<PAGE>


In December  2007,  the FASB  issued  FASB  Statement  of  Financial  Accounting
Standards  No. 141  (revised),  Business  Combinations  (SFAS  141R).  SFAS 141R
replaces SFAS 141. SFAS 141R retains the  fundamental  requirements  in SFAS 141
that the  acquisition  method of accounting  (which SFAS 141 called the purchase
method)  be used  for  all  business  combinations  and  for an  acquirer  to be
identified for each business combination. SFAS 141R also retains the guidance in
SFAS 141 for  identifying  and  recognizing  intangible  assets  separately from
goodwill.  SFAS 141R requires an acquirer to recognize the assets acquired,  the
liabilities  assumed,  and any  noncontrolling  interest in the  acquiree at the
acquisition  date,  measured at their fair values as of that date,  with limited
exceptions  specified in the Statement.  SFAS 141R replaces the  cost-allocation
process of SFAS 141,  which  required the cost of an acquisition to be allocated
to the  individual  assets  acquired  and  liabilities  assumed  based  on their
estimated  fair  values.  SFAS 141  required  the  acquirer to include the costs
incurred to effect the  acquisition  (acquisition-related  costs) in the cost of
the  acquisition  that was allocated to the assets  acquired and the liabilities
assumed.  SFAS 141R requires  those costs to be recognized  separately  from the
acquisition.  In addition, in accordance with SFAS 141, restructuring costs that
the acquirer  expected but was not obligated to incur were recognized as if they
were a  liability  assumed  at the  acquisition  date.  SFAS 141R  requires  the
acquirer to recognize those costs separately from the business combination. SFAS
141R applies  prospectively  to business  combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or  after  December  15,  2008.  The  impact  of SFAS  141R on the  Company's
financial  statements  will be contingent on the terms and  conditions of future
business combinations.

In February 2008, the FASB issued  Financial  Accounting  Standards  Board Staff
Position FAS SFAS157-2  (FSP 157-2),  Effective  Date of FASB Statement No. 157.
FSP SFAS 157-2 delayed the Company's January 1, 2008,  effective date of FAS 157
for  all  nonfinancial  assets  and  nonfinancial   liabilities,   except  those
recognized or disclosed at fair value in the financial statements on a recurring
basis (at  least  annually),  until  January  1,  2009.  Implementation  of this
standard did not have a material effect on the Company's financial statements.

In March 2008, the FASB issued FASB Statement of Financial  Accounting Standards
No. 161,  Disclosures About Derivative  Instruments and Hedging  Activities,  an
Amendment  of FASB  Statement  No. 133 (SFAS  161).  SFAS 161  amends  SFAS 133,
Accounting  for  Derivative  Instruments  and Hedging  Activities,  to amend and
expand the disclosure  requirements of SFAS 133 to provide greater  transparency
about (i) how and why an entity uses derivative instruments, (ii) how derivative
instruments  and related  hedge items are  accounted  for under SFAS 133 and its
related interpretations, and (iii) how derivative instruments and related hedged
items affect an entity's  financial  position,  results of  operations  and cash
flows. To meet those objectives, SFAS 161 requires qualitative disclosures about
objectives and strategies for using derivatives,  quantitative disclosures about
fair value amounts of gains and losses on derivative instruments and disclosures
about credit-risk-related contingent features in derivative agreements. SFAS 161
is  effective  for the Company on January 1, 2009 and is not  expected to have a
significant impact on the Company's financial statements.

In May 2008,  the FASB issued FASB Statement of Financial  Accounting  Standards
No. 162, The Hierarchy of Generally Accepted  Accounting  Principles (SFAS 162).
SFAS 162 identifies  the sources of accounting  principles and the framework for
selecting the principles to be used in the  preparation of financial  statements
of  nongovernmental  entities that are presented in  conformity  with  generally
accepted accounting principles (GAAP) in the United States (the GAAP hierarchy).
The hierarchical guidance provided by SFAS 162 did not have a significant impact
on the Company's financial statements.

In April  2009,  the FASB  issued  Financial  Accounting  Standards  Board Staff
Position FAS SFAS 157-4 (FSP SFAS 157-4), Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability  Have  Significantly  Decreased
and Identifying  Transactions That Are Not Orderly.  FSP SFAS 157-4 affirms that
the  objective  of fair  value when the market for an asset is not active is the
price that would be  received to sell the asset in an orderly  transaction,  and
clarifies and includes additional factors for determining whether there has been
a significant  decrease in market activity for an asset when the market for that
asset is not active.  FSP SFAS 157-4  requires an entity to base its  conclusion
about whether a transaction  was not orderly on the weight of the evidence.  FSP
SFAS 157-4 also amended SFAS 157,  Fair Value  Measurements,  to expand  certain
disclosure  requirements.  The Company  adopted the provisions of FSP SFAS 157-4
during  the  first  quarter  of  2009.  Adoption  of  FSP  SFAS  157-4  did  not
significantly impact the Company's financial statements.


                                       16
<PAGE>


In April  2009,  the FASB  issued  Financial  Accounting  Standards  Board Staff
Position  FAS SFAS  115-2  and SFAS  124-2  (FSP  SFAS  115-2  and SFAS  124-2),
Recognition and Presentation of Other-Than-Temporary Impairments. FSP SFAS 115-2
and SFAS  124-2  (i)  changes  existing  guidance  for  determining  whether  an
impairment  is other than  temporary to debt  securities  and (ii)  replaces the
existing  requirement that the entity's management assert it has both the intent
and ability to hold an impaired  security until recovery with a requirement that
management assert: (a) it does not have the intent to sell the security; and (b)
it is more likely than not it will not have to sell the security before recovery
of its cost  basis.  Under FSP SFAS 115-2 and SFAS  124-2,  declines in the fair
value of  held-to-maturity  and  available-for-sale  securities below their cost
that are deemed to be other than temporary are reflected in earnings as realized
losses to the extent the impairment is related to credit  losses.  The amount of
the  impairment  related to other factors is  recognized in other  comprehensive
income.  The  Company  adopted the  provisions  of FSP SFAS 115-2 and SFAS 124-2
during the first quarter of 2009.  Adoption of FSP SFAS 115-2 and SFAS 124-2 did
not significantly impact the Company's financial statements.

In April  2009,  the FASB  issued  Financial  Accounting  Standards  Board Staff
Position  FAS SFAS  107-1 and APB 28-1 (FSP SFAS  107-1 and APB  28-1),  Interim
Disclosures  about Fair Value of Financial  Instruments.  FSP SFAS 107-1 and APB
28-1 amends SFAS 107, Disclosures about Fair Value of Financial Instruments,  to
require  an  entity  to  provide  disclosures  about  fair  value  of  financial
instruments in interim financial  information and amends  Accounting  Principles
Board (APB)  Opinion  No. 28,  Interim  Financial  Reporting,  to require  those
disclosures in summarized  financial  information at interim reporting  periods.
Under FSP SFAS  107-1 and APB 28-1,  a publicly  traded  company  shall  include
disclosures about the fair value of its financial instruments whenever it issues
summarized  financial  information for interim reporting  periods.  In addition,
entities  must  disclose,  in the  body  or in  the  accompanying  notes  of its
summarized  financial  information  for  interim  reporting  periods  and in its
financial  statements  for  annual  reporting  periods,  the  fair  value of all
financial  instruments  for which it is  practicable  to  estimate  that  value,
whether recognized or not recognized in the statement of financial position,  as
required by SFAS 107. The new interim disclosures required by FSP SFAS 107-1 and
APB  28-1  will  be  included  in the  Company's  interim  financial  statements
beginning with the second quarter of 2009.


                                       17
<PAGE>


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

                                                         (Unaudited)
                                                      Three months ended
                                                            March 31,
                                                   --------------------------
                                                     2009              2008
                                                   --------------------------
Net Interest Income (FTE)                           $23,151          $21,546
Provision for loan losses                            (7,800)          (4,100)
Noninterest income                                    6,615            6,850
Noninterest expense                                 (17,201)         (17,573)
Provision for income taxes (FTE)                     (1,883)          (2,675)
                                                    -------------------------
Net income                                           $2,882           $4,048
                                                    =========================

Earnings per share:
     Basic                                              $0.18          $0.26
     Diluted                                            $0.18          $0.25
Per share:
     Dividends paid                                     $0.13          $0.13
     Book value at period end                          $12.71         $12.02
     Tangible book value at period end                 $11.69         $10.97

Average common shares outstanding                      15,775         15,842
Average diluted common shares outstanding              16,019         16,082
Shares outstanding at period end                       15,783         15,745
At period end:
     Loans, net                                    $1,534,182     $1,528,561
     Total assets                                   2,078,352      1,999,350
     Total deposits                                 1,726,706      1,528,475
     Federal funds purchased                                -        102,300
     Other borrowings                                  76,081        103,767
     Junior subordinated debt                          41,238         41,238
     Shareholders' equity                             200,546        189,300

Financial Ratios:
During the period (annualized):
     Return on assets                                  0.56%           0.81%
     Return on equity                                  5.70%           8.37%
     Net interest margin(1)                            4.91%           4.74%
     Net loan charge-offs to average loans             0.67%           0.53%
     Efficiency ratio(1)                              57.79%          61.89%
     Average equity to average assets                  9.86%           9.73%
At period end:
     Equity to assets                                  9.65%           9.47%
     Total capital to risk-adjusted assets            12.68%          12.02%
     Allowance for losses to loans(2)                  2.27%           1.44%

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



                                       18
<PAGE>


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

As TriCo  Bancshares (the  "Company") has not commenced any business  operations
independent of Tri Counties Bank (the "Bank"), the following discussion pertains
primarily  to the  Bank.  Average  balances,  including  such  balances  used in
calculating  certain financial ratios, are generally  comprised of average daily
balances  for the  Company.  Within  Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations,  interest income and net interest
income are  generally  presented  on a fully  tax-equivalent  (FTE)  basis.  The
presentation  of  interest  income and net  interest  income on a FTE basis is a
common  practice within the banking  industry.  Interest income and net interest
income  are  shown on a  non-FTE  basis in the  Part I -  Financial  Information
section  of  this  Form  10-Q,  and a  reconciliation  of the  FTE  and  non-FTE
presentations is provided below in the discussion of net interest income.

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

Results of Operations
The  following   discussion  and  analysis  is  designed  to  provide  a  better
understanding  of the significant  changes and trends related to the Company and
the  Bank's  financial  condition,   operating  results,   asset  and  liability
management,  liquidity and capital  resources and should be read in  conjunction
with the  Condensed  Consolidated  Financial  Statements  of the Company and the
Notes thereto located at Item 1 of this report.

The Company had  quarterly  earnings of  $2,882,000  for the three  months ended
March 31, 2009. This  represents a decrease of $1,166,000  (28.8%) when compared
with  earnings of  $4,048,000  for the quarter  ended  March 31,  2008.  Diluted
earnings per share for the quarter ended March 31, 2009 decreased 28.0% to $0.18
compared to $0.25 for the quarter ended March 31, 2008. The decrease in earnings
from the prior year quarter was primarily due to a $3,700,000  (90%) increase in
the provision for loan losses to $7,800,000 from $4,100,000,  that was partially
offset by a $1,605,000 (7.5%) increase in fully taxable  equivalent net interest
income to  $23,151,000  in the quarter ended March 31, 2009 from  $21,546,000 in
the quarter ended March 31, 2008.

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

                                                 Three months ended
                                                     March 31,
                                               ----------------------
                                                 2009          2008
                                               ----------------------
Net Interest Income (FTE)                       $23,151      $21,546
Provision for loan losses                        (7,800)      (4,100)
Noninterest income                                6,615        6,850
Noninterest expense                             (17,201)     (17,573)
Provision for income taxes (FTE)                 (1,883)      (2,675)
                                               ----------------------
Net income                                       $2,882       $4,048
                                               ======================


                                       19
<PAGE>

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

                                         Three months ended
                                              March 31,
                                     -------------------------
                                          2009         2008
                                     -------------------------
 Interest income                        $28,882      $31,130
 Interest expense                        (5,884)      (9,765)
 FTE adjustment                             153          181
                                     -------------------------
    Net interest income (FTE)           $23,151      $21,546
                                     =========================
 Average interest-earning assets     $1,887,121   $1,817,212
 Net interest margin (FTE)                 4.91%        4.74%

The  Company's  primary  source  of  revenue  is  net  interest  income,  or the
difference  between  interest  income on  interest-earning  assets and  interest
expense on  interest-bearing  liabilities.  Net interest income (FTE) during the
first quarter of 2009 increased  $1,605,000  (7.5%) from the same period in 2008
to  $23,151,000.  The increase in net  interest  income (FTE) was due to a 0.17%
increase in net interest margin (FTE) to 4.91% and a $69,909,000 (3.9%) increase
in average balances of interest-earning assets to $1,887,121,000.

Interest and Fee Income
Interest and fee income (FTE) for the first quarter of 2009 decreased $2,248,000
(7.2%) from the first quarter of 2008.  The decrease was due to a 0.74% decrease
in the  average  yield  on  those  interest-earning  assets  to  6.15%  that was
partially  offset by a  $69,909,000  (3.9%)  increase  in  average  balances  of
interest-earning assets to $1,887,121,000. The growth in interest-earning assets
was the result of a $45,379,000  increase in average balance of interest-earning
cash at Federal  Reserve  and other bank and a  $30,993,000  (2.0%)  increase in
average loan balances to $1,566,350 from the year-ago  quarter.  The decrease in
the  average  yield on  interest-earning  assets  was  primarily  due to a 4.00%
decrease in the prime rate of lending  from 7.25% at December  31, 2007 to 3.25%
at December 31, 2008.  Interest  rate floors in most of the  Company's  variable
rate loans mitigated the effect of the decrease in the prime rate of lending and
other variable rate indices during this period.

Interest Expense
Interest  expense  decreased  $3,881,000  (39.7%)  in the first  quarter of 2009
compared to the prior year  quarter.  The decrease was  primarily due to a 1.15%
decrease in the average rate paid on interest-bearing  liabilities from 2.78% in
the first  quarter of 2008 to 1.63% in the first  quarter of 2009.  The  average
balance  of   interest-bearing   liabilities   was  up  $34,623,000   (2.5%)  to
$1,441,816,000  in the quarter  ended March 31, 2009 from the year-ago  quarter.
The average rates paid for all categories of  interest-bearing  liabilities were
down except for the average rate paid on interest-bearing demand deposits.



                                       20
<PAGE>


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

                                             Three months ended
                                                  March 31,
                                             -------------------
                                              2009         2008
                                             -------------------
Yield on interest-earning assets              6.15%        6.89%
Rate paid on interest-bearing liabilities     1.63%        2.78%
                                             -------------------
     Net interest spread                      4.52%        4.11%
Impact of all other net
     noninterest-bearing funds                0.39%        0.63%
                                             -------------------
        Net interest margin                   4.91%        4.74%
                                             ===================

Net interest margin in the first quarter of 2009 increased 0.17% compared to the
first quarter of 2008.  This increase in net interest  margin was due to a 0.41%
increase in net interest spread that was partially offset by a 0.24% decrease in
the impact of all other net noninterest-bearing funds when compared to the prior
year quarter.  The increase in net interest margin was mainly due to rate floors
on most of the Company's  adjustable  rate loans that caused  decreases in rates
paid for  interest-bearing  liabilities  to exceed  decreases in rates earned on
interest-earning assets.

Summary of Average Balances, Yields/Rates and Interest Differential
The following table presents,  for the periods indicated,  information regarding
the Company's consolidated average assets, liabilities and shareholders' equity,
the  amounts  of  interest  income  from  average  interest-earning  assets  and
resulting  yields,  and the amount of interest expense paid on  interest-bearing
liabilities.  Average loan balances include nonperforming loans. Interest income
includes  proceeds  from  loans on  nonaccrual  loans  only to the  extent  cash
payments have been received and applied to interest income. Yields on securities
and  certain  loans have been  adjusted  upward to reflect  the effect of income
thereon  exempt from federal income  taxation at the current  statutory tax rate
(dollars in thousands).
<TABLE>
<CAPTION>
                                                            For the three months ended
                                           ---------------------------------------------------------------
                                                 March 31, 2009               March 31, 2008
                                           -----------------------------    ------------------------------
                                                       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                                      $1,566,350  $25,513    6.52%      $1,535,357 $27,726     7.22%
Investment securities - taxable               252,431    3,083    4.89%         254,778   3,078     4.83%
Investment securities - nontaxable             22,609      417    7.38%          26,725     505     7.57%
Cash at Federal Reserve and other banks        45,731       22    0.19%             352       2     2.27%
                                            ------------------------------   -----------------------------
   Total interest-earning assets             1,887,121   29,035    6.15%      1,817,212  31,311     6.89%
Other assets                                   162,072                          171,454
                                            ----------                        ---------
Total assets                                 2,049,193                        1,988,666
                                            ==========                        =========
Liabilities and shareholders' equity:
Interest-bearing demand deposits               258,137      342    0.53%        218,487      87     0.16%
Savings deposits                               408,749      893    0.87%        387,490   1,502     1.55%
Time deposits                                  655,343    3,967    2.42%        551,420   5,588     4.05%
Federal funds purchased                              -        -    -            103,565     812     3.14%
Other borrowings                                78,349      242    1.24%        104,993   1,063     4.05%
Junior subordinated debt                        41,238      440    4.27%         41,238     713     6.92%
                                             ----------------------------    -----------------------------
   Total interest-bearing liabilities        1,441,816    5,884    1.63%      1,407,193   9,765     2.78%
Noninterest-bearing deposits                   366,475                          354,207
Other liabilities                               38,776                           33,817
Shareholders' equity                           202,126                          193,449
Total liabilities and shareholders' equity  $2,049,193                       $1,988,666
                                            ==========                       ==========
Net interest spread(1)                                             4.52%                            4.11%
Net interest income and interest margin(2)              $23,151    4.91%                $21,546     4.74%
                                                        ================                ==================
</TABLE>

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


                                       21
<PAGE>


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

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

                                               Three months ended March 31, 2009
                                                  compared with three months
                                                      ended March 31, 2008
                                               ---------------------------------
                                                 Volume      Rate        Total
                                               ---------------------------------
Increase (decrease) in interest income:
Loans                                             $559     ($2,772)    ($2,213)
Investment securities                              (82)         (2)        (84)
Cash at Federal Reserve and other banks            258        (238)         20
                                               ---------------------------------
   Total interest-earning assets                   735      (3,012)     (2,277)
                                               ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                    16         239         255
Savings deposits                                    82        (691)       (609)
Time deposits                                    1,052      (2,673)     (1,621)
Federal funds purchased                           (813)          1        (812)
Other borrowings                                  (270)       (551)       (821)
Junior subordinated debt                             -        (273)       (273)
                                               ---------------------------------
   Total interest-bearing liabilities               67      (3,948)     (3,881)
                                               ---------------------------------
Increase (decrease) in Net Interest Income        $668        $936      $1,604
                                               =================================

Provision for Loan Losses
The provision for loan losses increased  $3,700,000 (90.2%) to $7,800,000 in the
first quarter of 2009 from $4,100,000 in the first quarter of 2008. The increase
in the  provision  for  loan  losses  was  primarily  due  to  higher  net  loan
charge-offs,   increased   nonperforming   loans,   and   downgrades   in   loan
classifications  during the first  quarter of 2009 compared to the first quarter
of 2008.  During the first quarter of 2009, the Company  recorded  $2,616,000 of
net loan  charge-offs  versus  $2,048,000 of net loan  charge-offs  in the first
quarter of 2008.  The  $568,000  (27.7%)  increase in net loan  charge-offs  was
principally related to home equity lines of credit and small business loans that
were partially  offset by reduced net  charge-offs  of residential  construction
loans when compared to the year-ago quarter.

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

                                                  Three months ended March 31,
                                                  ----------------------------
                                                       2009        2008
                                                  ----------------------------
     Service charges on deposit accounts             $3,585      $3,838
     ATM fees and interchange                         1,098       1,079
     Other service fees                                 542         551
     Change in value of mortgage servicing rights      (173)       (340)
     Gain on sale of loans                              641         258
     Commissions on sale of
       nondeposit investment products                   489         420
     Increase in cash value of life insurance           280         360
     Gain from VISA IPO                                   -         396
     Other noninterest income                           153         288
                                                   ---------------------------
     Total noninterest income                        $6,615      $6,850
                                                   ===========================

Noninterest  income for the first quarter of 2009 decreased $235,000 (3.4%) from
the first  quarter of 2008 due  primarily to a $396,000  gain from the Company's
membership in VISA, Inc. and VISA's initial public offering (IPO) in March 2008,
a $253,000 (6.6%) decrease in service charges on deposit  accounts to $3,585,000
that were  partially  offset by a $383,000  (148%)  increase  in gain on sale of
loans and a $167,000 improvement in change in value of mortgage servicing rights
over the year-ago  quarter.  The decrease in service charges on deposit accounts
is due to reduced  non-sufficient  funds as customers reduce their buying due to
current  economic  conditions.  These same economic  conditions have resulted in
lower mortgage rates that have increased refinance activity and improved gain on
sale of loans for the Company.



                                       22
<PAGE>


Noninterest Expense
The components of noninterest expense were as follows (dollars in thousands):

                                             Three months ended March 31,
                                             ----------------------------
                                                  2009          2008
                                             ----------------------------
     Base salaries, net of
       deferred loan origination costs           $6,576        $6,333
     Incentive compensation                         588           560
     Benefits and other compensation costs        2,625         2,587
                                             ----------------------------
       Total salaries and benefits expense        9,789         9,480
                                             ----------------------------
     Occupancy                                    1,235         1,188
     Equipment                                      917           982
     Provision for losses - unfunded commitments    175           825
     Data processing and software                   618           615
     Telecommunications                             332           597
     ATM network charges                            516           494
     Professional fees                              311           493
     Advertising and marketing                      398           319
     Postage                                        279           282
     Courier service                                173           263
     Intangible amortization                        134           123
     Operational losses                              37           113
     Provision for OREO losses                      162             -
     Assessments                                    302            82
     Other                                        1,823         1,717
                                              --------------------------
       Total other noninterest expense            7,412         8,093
                                              --------------------------
         Total noninterest expense              $17,201       $17,573
                                              ==========================
     Average full time equivalent staff             621           626
     Noninterest expense to revenue (FTE)         57.79%        61.89%

Noninterest  expense for the first  quarter of 2009  decreased  $372,000  (2.1%)
compared to the first quarter of 2008.  Salaries and benefits expense  increased
$309,000 (3.3%) to $9,789,000. The increase in salaries and benefits expense was
mainly  due  to  annual  salary  increases.  Provision  for  losses  -  unfunded
commitments decreased $650,000 (79%) to $175,000 for the quarter ended March 31,
2009 due  primarily to estimated  losses  related to home equity lines of credit
and construction loans that were recognized in the first quarter of 2008.

Provision for Income Tax
The  effective  tax rate for the three  months  ended  March 31,  2009 was 37.5%
compared to 38.1% for the three months ended March 31, 2008.  The  provision for
income  taxes  for  all  periods  presented  is  primarily  attributable  to the
respective  level  of  earnings  and  the  incidence  of  allowable  deductions,
particularly from increase in cash value of life insurance, tax-exempt loans and
state and municipal securities.



                                       23
<PAGE>


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

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

                                At March 31, 2009          At December 31, 2008
                            ------------------------     -----------------------
                              Gross Guaranteed  Net      Gross Guaranteed   Net
                            ----------------------------------------------------
Classified loans            $84,763   $5,055  $79,708    63,850  $5,379  $58,471
Other classified assets       2,407             2,407     1,185            1,185
                            ----------------------------------------------------
Total classified assets     $87,170   $5,055  $82,115   $65,035  $5,379  $59,656
                            ====================================================
Allowance for loan losses/classified loans      41.1%                      47.2%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies and its government-sponsored agencies, increased $22,459,000 (37.6%) to
$82,115,000 at March 31, 2009 from $59,656,000 at December 31, 2008.

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

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

Interest income on nonaccrual loans, which would have been recognized during the
three months  ended March 31, 2009 and 2008,  if all such loans had been current
in  accordance  with  their  original  terms,  totaled  $889,000  and  $445,000,
respectively.  Interest  income  actually  recognized  on these loans during the
three  months  ended  March  31,  2009  and  2008  was  $146,000  and  $155,000,
respectively.

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,  increased  $8,057,000  (28%) to  $36,767,000  during the first  three
months of 2009.  Nonperforming assets net of guarantees represent 1.77% of total
assets.  All nonaccrual loans are considered to be impaired when determining the
need  for a  specific  valuation  allowance.  The  Company  continues  to make a
concerted  effort to work problem and potential  problem loans to reduce risk of
loss. At March 31, 2009 At December 31, 2008

<TABLE>
<CAPTION>
                                                  At September 30, 2008       At December 31, 2007
                                              -------------------------    -------------------------
                                                Gross  Guaranteed  Net      Gross  Guaranteed   Net
                                              ------------------------------------------------------
<S>                                             <C>       <C>      <C>        <C>     <C>     <C>
dollars in thousands):
Performing nonaccrual loans                   $23,467   $4,933  $18,534    $22,600  $5,102  $17,498
Nonperforming, nonaccrual loans                14,989        -   14,989      9,994     154    9,840
                                              ------------------------------------------------------
     Total nonaccrual loans                    38,456    4,933   33,523     32,594   5,256   27,338
Loans 90 days past due and still accruing         837        -      837        187       -      187
                                              ------------------------------------------------------
Total nonperforming loans                      39,293    4,933   34,360     32,781   5,256   27,525
Other real estate owned                         2,407        -    2,407      1,185       -    1,185
                                              ------------------------------------------------------
Total nonperforming assets                    $41,700   $4,933  $36,767    $33,966  $5,256  $28,710
                                              ======================================================

Nonperforming loans to total loans                               2.19%                        1.73%
Nonperforming assets to total assets                             1.77%                        1.41%
Allowance for loan losses/nonperforming loans                      95%                        100%
</TABLE>

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

The Company adopted and announced a stock repurchase plan on August 21, 2007 for
the repurchase of up to 500,000  shares of the Company's  common stock from time
to time as market conditions allow. The 500,000 shares authorized for repurchase
under this plan represented  approximately  3.2% of the Company's  approximately
15,815,000  common shares  outstanding  as of August 21, 2007.  This plan has no
stated  expiration date for the  repurchases.  As of March 31, 2009, the Company
had  repurchased  166,600  shares  under this plan,  which left  333,400  shares
available for repurchase under the plan.

The  Company's  primary  capital  resource is  shareholders'  equity,  which was
$200,546,000 at March 31, 2009. This amount represents an increase of $2,614,000
from December 31, 2008, the net result of comprehensive income for the period of
$4,300,000,  the effect of stock  option  vesting of  $137,000,  the exercise of
stock  options  for  $828,000  and the tax  benefit  from the  exercise of stock
options of $53,000 that were partially  offset by the repurchase of common stock
with value of $652,000, and dividends paid of $2,052,000. The Company's ratio of
equity to total assets was 9.65%,  9.47%,  and 9.69% as of March 31, 2009, March
31, 2008, and December 31, 2008, respectively.

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

                                  At March 31,         At            Minimum
                               -----------------     December 31,    Regulatory
                               2009       2008        2008         Requirement
                               -------------------------------------------------
     Tier I Capital            11.42%     10.88%      11.17%          4.00%
     Total Capital             12.68%     12.02%      12.42%          8.00%
     Leverage ratio            10.86%     10.77%      11.09%          4.00%



                                       25
<PAGE>


Liquidity
The discussion of "Liquidity" under Item 3 of this report is incorporated herein
by reference.

Off-Balance Sheet Items
The Bank has certain  ongoing  commitments  under  operating and capital leases.
These commitments do not significantly impact operating results. As of March 31,
2009 commitments to extend credit and commitments  related to the Bank's deposit
overdraft  privilege  product were the Bank's only  financial  instruments  with
off-balance  sheet  risk.  The  Bank has not  entered  into  any  contracts  for
financial  derivative   instruments  such  as  futures,   swaps,  options,  etc.
Commitments to extend credit were  $641,709,000  and  $643,365,000  at March 31,
2009 and December 31, 2008, respectively, and represent 40.9% of the total loans
outstanding  at March  31,  2009 and 40.4% at  December  31,  2008.  Commitments
related to the Bank's deposit overdraft  privilege  product totaled  $34,599,000
and $35,883,000 at March 31, 2009 and December 31, 2008, respectively.


                                       26
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

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

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

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

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

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

At March 31, 2009,  the results of the  simulations  noted above  indicate  that
given a "flat"  balance  sheet  scenario,  and if deposit  rates  track  general
interest  rate changes by  approximately  50%, the  Company's  balance  sheet is
slightly  liability  sensitive.  "Liability  sensitive"  implies  that  earnings
decrease when interest rates rise,  and increase when interest  rates  decrease.
The  magnitude of all the  simulation  results  noted above is within the Bank's
policy guidelines. The asset liability management policy limits aggregate market
risk, as measured in this fashion,  to an acceptable level within the context of
risk-return trade-offs.

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

At March 31, 2009 and 2008,  the Company  had no material  derivative  financial
instruments.


                                       27
<PAGE>


Liquidity
The  Company's  principal  source of asset  liquidity is Federal  funds sold and
marketable  investment securities available for sale. At March 31, 2009, federal
funds sold and investment  securities  available for sale totaled  $279,122,000,
representing  an increase of  $12,561,000  (4.7%) from December 31, 2008, and an
increase of  $6,846,000  (2.5%) from March 31, 2008.  In  addition,  the Company
generates additional liquidity from its operating  activities.  During the first
three months of 2009 and 2008, the Company's  operations generated cash in-flows
of  $11,827,000  and  $10,824,000,  respectively.  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  $19,205,000  during the three  months  ended  March 31,  2009
compared to  $13,007,000  for the three months ended March 31, 2008.  During the
three  months  ended  March  31,  2009,  the  Company  invested  $29,396,000  in
securities and received $19,893,000 of net loan principal  reductions,  compared
to  $50,338,000  and  $1,325,000  invested in securities  and net loan principal
reductions,  respectively,  during the first three months of 2008. These changes
in investment  and loan balances  contributed  to net cash provided by investing
activities of $9,370,000 during the three months ended March 31, 2009,  compared
to net cash used by investing  activities of $37,229,000 during the three months
ended March 31, 2008.  Financing  activities  provided  net cash of  $29,689,000
during the three months ended March 31, 2009,  compared to net cash  provided by
financing  activities  of  $12,320,000  during the three  months ended March 31,
2008. Deposit balance increases  accounted for $57,436,000 of the funds provided
by  financing  during  the three  months  ended  March  31,  2009,  compared  to
$16,748,000 of funds used by decreases in deposits during the three months ended
March 31, 2008.  Net  decreases in  short-term  other  borrowings  accounted for
$25,902,000  and  $12,339,000 of financing uses of funds during the three months
ended  March 31,  2009 and March 31,  2008,  respectively.  Dividends  paid used
$2,052,000  and  $2,052,000 of cash during the three months ended March 31, 2009
and  2008,  respectively.  An  increase  in  Federal  funds  purchased  provided
$46,300,000 of cash during the quarter ended March 31, 2008. Also, the Company's
liquidity is dependent on dividends  received from the Bank.  Dividends from the
Bank are subject to certain regulatory restrictions.

Item 4.  Controls and Procedures
The Chief Executive  Officer,  Richard Smith,  and the Chief Financial  Officer,
Thomas Reddish, evaluated the effectiveness of the Company's disclosure controls
and  procedures  as of  March  31,  2009  ("Evaluation  Date").  Based  on  that
evaluation,  they each concluded  that as of the  Evaluation  Date the Company's
disclosure  controls and procedures are effective to ensure that the information
required to be  disclosed by the Company in this  Quarterly  Report on Form 10-Q
was  recorded,  processed,  summarized  and  reported  within  the time  periods
specified in the SEC's rules and forms for Form 10-Q.

No changes in the Company's  internal control over financial  reporting occurred
during  the  first  quarter  of  2009  that  have  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.


                                       28
<PAGE>


PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

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

Item 1A - Risk Factors

There have been no material changes to the risk factors previously  disclosed in
Item 1A to Part I of our Annual Report on Form 10-K for the year ended  December
31, 2008.

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

The following table shows information concerning the common stock repurchased by
the Company  during the first quarter of 2009  pursuant to the  Company's  stock
repurchase  plan adopted on August 21,  2007,  which is discussed in more detail
under  "Capital  Resources"  in  this  report  and  is  incorporated  herein  by
reference:

<TABLE>
<CAPTION>

Period        (a) Total number      (b) Average price  (c) Total number of   (d) Maximum number
              of shares purchased   paid per share     shares purchased as   of shares that may yet
                                                       part of publicly      be purchased under the
                                                       announced plans or    plans or programs
                                                       programs
---------------------------------------------------------------------------------------------------
   <S>                  <C>             <C>                   <C>                   <C>
Jan. 1-31, 2009          -               -                     -                  333,400
Feb. 1-28, 2009          -               -                     -                  333,400
Mar. 1-31, 2009          -               -                     -                  333,400
Total                    -               -                     -                  333,400
</TABLE>


During the quarter ended March 31, 2009 employees  tendered 26,561 shares of the
Company's  common stock with an average market value of $24.55 per share in lieu
of cash to exercise  options as permitted by the Company's  shareholder-approved
stock  option  plans.  The  tendered  shares were  retired.  The market value of
tendered  shares is the last market trade price at closing on the day the option
is exercised.



                                       29
<PAGE>


Item 6 - Exhibits

     3.1*      Restated  Articles  of  Incorporation,  filed as  Exhibit  3.1 to
               TriCo's Form 8-K dated March 10, 2009

     3.2*      Bylaws of TriCo Bancshares,  as amended,  filed as Exhibit 3.2 to
               TriCo's Form 8-K dated March 10, 2009.

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

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

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

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

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

     10.8*     Amended  Employment  Agreement  between  TriCo and Richard  Smith
               dated as of August  23,  2005  filed as  Exhibit  10.8 to TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2005.

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

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

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

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



                                       30
<PAGE>


     10.14*    2004 TriCo Bancshares  Supplemental Retirement Plan for Directors
               effective  January  1, 2004  filed as  Exhibit  10.13 to  TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

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

     10.16*    2004 TriCo  Bancshares  Supplemental  Executive  Retirement  Plan
               effective  January  1, 2004  filed as  Exhibit  10.15 to  TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

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

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


                                       31
<PAGE>


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

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

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

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

     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

     31.1      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.



                                       32
<PAGE>


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

                            TRICO BANCSHARES
                              (Registrant)

Date:  May 8, 2009          /s/ Thomas J. Reddish
                            ---------------------
                            Thomas J. Reddish
                            Executive Vice President and Chief Financial Officer
                            (Duly authorized officer and principal financial
                             officer)



                                       33
<PAGE>


EXHIBITS

Exhibit 31.1

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

I, Richard P. Smith, certify that;

     1.  I have reviewed this report on Form 10-Q of TriCo Bancshares;
     2.   Based on my  knowledge,  this  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(s) and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules  13a-15(e) and  15d-15(e))  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) for the registrant and we have:
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including its consolidated subsidiary, is made known
               to us by others within those  entities,  particularly  during the
               period in which this report is being prepared;
          b.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;
          c.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and
          d.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  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; and
     5.   The  registrant's  other  certifying  officer(s) 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 (or persons performing the equivalent
          functions):
          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record, process,  summarize and report financial data;
               and
          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.



Date: May 8, 2009                       /s/Richard P. Smith
                                        -------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer



                                       34
<PAGE>


Exhibit 31.2

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

I, Thomas J. Reddish, certify that;

     1.  I have reviewed this report on Form 10-Q of TriCo Bancshares;
     2.   Based on my  knowledge,  this  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(s) and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules  13a-15(e) and  15d-15(e))  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) for the registrant and we have:
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including its consolidated subsidiary, is made known
               to us by others within those  entities,  particularly  during the
               period in which this report is being prepared;
          b.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;
          c.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and
          d.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  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; and
     5.   The  registrant's  other  certifying  officer(s) 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 (or persons performing the equivalent
          functions):
          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record, process,  summarize and report financial data;
               and
          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.



Date: May 8, 2009     /s/Thomas J. Reddish
                      --------------------
                      Thomas J. Reddish
                      Executive Vice President and Chief Financial Officer




                                       35
<PAGE>



Exhibit 32.1

Section 1350 Certification of CEO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ended March 31, 2009 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I,  Richard P. Smith,
President and Chief Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

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


     /s/Richard P. Smith
     -------------------
     Richard P. Smith
     President and Chief Executive Officer

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

Section 1350 Certification of CFO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ended March 31, 2009 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I, Thomas J. Reddish,
Executive Vice President and Chief  Financial  Officer of the Company,  certify,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

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


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

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.




                                       36
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{"company-data": {"conformed-name": "TRICO BANCSHARES /", "cik": "0000356171", "assigned-sic": "6022", "irs-number": "942792841", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-10661", "film-number": "09811722"}, "business-address": {"street1": "TRICO BANCSHARES", "street2": "63 CONSTITUTION DRIVE", "city": "CHICO", "state": "CA", "zip": "95973", "phone": "5308980300"}, "mail-address": {"street1": "TRICO BANCSHARES", "street2": "63 CONSTITUTION DRIVE", "city": "CHICO", "state": "CA", "zip": "95973"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarterly Period Ended March 31, 2009         Commission file number 0-10661
---------------------------------------------     ------------------------------

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

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

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

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

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

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

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

     Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer" and "large accelerated filer" in Rule 12b-2 of the Act (check one).

            Large accelerated filer      Accelerated filer  X
                                   ----                   ----
            Non-accelerated filer        Small reporting company
                                   ----                          ----
     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act).

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of March 31, 2009:  15,782,753
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                                                18

   Item 2 - Management's Discussion and Analysis of Financial                19
            Condition and Results of Operations

   Item 3 - Quantitative and Qualitative Disclosures about Market Risk       27

   Item 4 - Controls and Procedures                                          28

PART II - OTHER INFORMATION                                                  29

   Item 1 - Legal Proceedings                                                29

   Item 1A - Risk Factors                                                    29

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

   Item 6 - Exhibits                                                         30

   Signatures                                                                33

   Exhibits                                                                  34
36
                           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,
it may mean the  Company  is  making  forward-looking  statements.  A number  of
factors,  some of which are beyond the Company's  ability to predict or control,
could cause future results to differ  materially  from those  contemplated.  The
reader is  directed  to the  Company's  annual  report on Form 10-K for the year
ended  December  31,  2008,  and Part II,  Item 1A of this  report  for  further
discussion of factors which could affect the Company's business and cause actual
results  to  differ  materially  from  those  suggested  by any  forward-looking
statement made in this report.  Such Form 10-K and this report should be read to
put any  forward-looking  statements  in  context  and to  gain a more  complete
understanding of the risks and uncertainties involved in the Company's business.
Any forward-looking statement may turn out to be wrong and cannot be guaranteed.
The Company does not intend to update any  forward-looking  statement  after the
date of this report.

                                       1
PART I - FINANCIAL INFORMATION

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

                                                          At March 31,          At December 31,
                                                      2009           2008            2008
                                                   --------------------------   ---------------
Assets:
Cash and due from banks                              $137,241         $74,713        $86,355
                                                  ---------------------------   --------------
         Cash and cash equivalents                    137,241          74,713         86,355
Securities available-for-sale                         279,122         272,276        266,561
Federal Home Loan Bank stock, at cost                   9,235           8,885          9,235
Loans, net of allowance for loan losses
    of $32,774, $19,383 and $27,590                 1,534,182       1,528,561      1,563,259
Foreclosed assets, net of allowance for
    losses of $392, $180 and $230                       2,407             836          1,185
Premises and equipment, net                            18,537          20,069         18,841
Cash value of life insurance                           47,095          45,341         46,815
Accrued interest receivable                             7,970           8,096          7,935
Goodwill                                               15,519          15,519         15,519
Other intangible assets, net                              519           1,053            653
Other assets                                           26,525          24,001         26,832
                                                  ---------------------------   -------------
    Total Assets                                   $2,078,352      $1,999,350     $2,043,190
                                                  ===========================   =============
Liabilities:
Deposits:
    Noninterest-bearing demand                       $371,639        $358,684       $401,247
    Interest-bearing                                1,355,067       1,169,791      1,268,023
                                                   --------------------------   -------------
    Total deposits                                  1,726,706       1,528,475      1,669,270
Federal funds purchased                                     -         102,300              -
Accrued interest payable                                5,769           6,201          6,146
Reserve for unfunded commitments                        2,740           2,915          2,565
Other liabilities                                      25,272          25,154         24,034
Other borrowings                                       76,081         103,767        102,005
Junior subordinated debt                               41,238          41,238         41,238
                                                   --------------------------   -------------
    Total Liabilities                               1,877,806       1,810,050      1,845,258
                                                   --------------------------   -------------
Commitments and contingencies
Shareholders' Equity:
Common stock, no par value: 50,000,000 shares
    authorized; issued and outstanding:
    15,782,753 at March 31, 2009                       79,132
    15,744,950 at March 31, 2008                                       78,142
    15,756,101 at December 31, 2008                                                   78,246
Retained earnings                                     117,940         111,133        117,630
Accumulated other comprehensive income, net             3,474              25          2,056
                                                   --------------------------    ------------
    Total Shareholders' Equity                        200,546         189,300        197,932
                                                   --------------------------    ------------
    Total Liabilities and Shareholders' Equity     $2,078,352      $1,999,350     $2,043,190
                                                   ==========================    ============
See accompanying notes to unaudited condensed consolidated financial statements.
2
TRICO BANCSHARES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  (In thousands, except share data; unaudited)

                                                    Three months ended March 31,
                                                           2009         2008
                                                    ----------------------------
Interest and dividend income:
Loans, including fees                                     $25,513      $27,726
Debt securities:
Taxable                                                     3,083        2,959
Tax exempt                                                    264          324
Dividends                                                       -          119
Cash at Federal Reserve and other banks                        22            2
                                                       -------------------------
Total interest income                                      28,882       31,130
                                                       -------------------------
Interest Expense:
Deposits                                                    5,202        7,177
Federal funds purchased                                         -          812
Other borrowings                                              242        1,063
Junior subordinated debt                                      440          713
                                                       -------------------------
Total interest expense                                      5,884        9,765
                                                       -------------------------
Net interest income                                        22,998       21,365
                                                       -------------------------
Provision for loan losses                                   7,800        4,100
                                                       -------------------------
Net interest income after provision for loan losses        15,198       17,265
                                                       -------------------------
Noninterest income:
Service charges and fees                                    5,052        5,128
Gain on sale of loans                                         641          258
Commissions on sale of non-deposit investment products        489          420
Increase in cash value of life insurance                      280          360
Other                                                         153          684
                                                       -------------------------
Total noninterest income                                    6,615        6,850
                                                       -------------------------
Noninterest expense:
Salaries and related benefits                               9,789        9,480
Other                                                       7,412        8,093
                                                       -------------------------
Total noninterest expense                                  17,201       17,573
                                                       -------------------------
Income before income taxes                                  4,612        6,542
Provision for income taxes                                  1,730        2,494
                                                       -------------------------
Net income                                                 $2,882       $4,048
                                                       =========================
Average shares outstanding                             15,774,624    15,842,085
Diluted average shares outstanding                     16,019,488    16,081,722

Per share data:
Basic earnings                                              $0.18         $0.26
Diluted earnings                                            $0.18         $0.25
Dividends paid                                              $0.13         $0.13

See accompanying notes to unaudited condensed consolidated financial statements.

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

                                                                               Accumulated
                                           Shares of                               Other
                                           Common       Common     Retained    Comprehensive
                                           Stock        Stock      Earnings         Loss       Total
                                       ---------------------------------------------------------------
Balance at December 31, 2007            15,911,550      $78,775    $111,655       ($1,552)    $188,878
Comprehensive income:                                                                         --------
Net income                                                            4,048                      4,048
Change in net unrealized loss on
   Securities available for sale, net                                               1,577        1,577
                                                                                               -------
Total comprehensive income                                                                       5,625
Cumulative effect of change in
   accounting principle, net of tax                                    (522)                      (522)
Stock option vesting                                        192                                    192
Repurchase of common stock                (166,600)        (825)     (1,996)                    (2,821)
Dividends paid ($0.13 per share)                                     (2,052)                    (2,052)
                                       ----------------------------------------------------------------
Balance at March 31, 2008               15,744,950       $78,142   $111,133           $25     $189,300
                                       ================================================================

Balance at December 31, 2008            15,756,101       $78,246   $117,630        $2,056     $197,932
Comprehensive income:
Net income                                                            2,882                      2,882
Change in net unrealized loss on
   Securities available for sale, net                                               1,418        1,418
                                                                                              ---------
Total comprehensive income                                                                       4,300
Stock option vesting                                        137                                    137
Stock option exercise                       53,213          828                                    828
Tax benefit of stock options exercised                       53                                     53
Repurchase of common stock                 (26,561)        (132)       (520)                      (652)
Dividends paid ($0.13 per share)                                     (2,052)                    (2,052)

Balance at March 31, 2009               15,782,753      $79,132    $117,940        $3,474     $200,546
                                       ================================================================
See accompanying notes to unaudited condensed consolidated financial statements.

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

                                                      For the three months ended
                                                                    March 31,
                                                               2009       2008
Operating activities:                                  -------------------------
Net income                                                    $2,882     $4,048
Adjustments to reconcile net income to net cash provided
 by operating activities:
   Depreciation of premises and equipment, and amortization     834         869
   Amortization of intangible assets                            134         123
   Provision for loan losses                                  7,800       4,100
   Amortization of investment securities premium, net            77          84
   Originations of loans for resale                         (45,142)    (17,403)
   Proceeds from sale of loans originated for resale         45,401      17,484
   Gain on sale of loans                                       (641)       (258)
   Change in fair value of mortgage servicing rights            173         340
   Provision for losses on other real estate owned              162           -
   Loss on sale of fixed assets                                   5           2
   Increase in cash value of life insurance                    (280)       (360)
   Stock option vesting expense                                 137         192
   Stock option excess tax benefits                             (53)          -
   Change in reserve for unfunded commitments                   175         825
   Change in:
     Interest receivable                                        (35)        458
     Interest payable                                          (377)     (1,670)
     Other assets and liabilities, net                          575       1,990
                                                           ---------------------
       Net cash provided by operating activities             11,827      10,824
                                                           ---------------------
Investing activities:
Proceeds from maturities of securities available-for-sale    19,205      13,007
Purchases of securities available-for-sale                  (29,396)    (50,219)
Purchase of Federal Home Loan Bank stock                          -        (119)
Loan originations and principal collections, net             19,893       1,325
Proceeds from sale of premises and equipment                      -           1
Purchases of premises and equipment                            (332)     (1,224)
                                                           ---------------------
       Net cash (used) provided by investing activities       9,370    (37,229)
                                                           ---------------------
Financing activities:
Net (decrease) increase in deposits                          57,436     (16,748)
Net increase in federal funds purchased                           -      46,300
Payments of principal on long-term other borrowings             (22)        (20)
Net decrease in short-term other borrowings                 (25,902)    (12,339)
Stock option excess tax benefits                                 53           -
Repurchase of Common Stock                                        -      (2,821)
Dividends paid                                               (2,052)     (2,052)
Exercise of stock options                                       176           -
                                                           ---------------------
      Net cash provided (used) by financing activities       29,689      12,320
                                                           ---------------------
Net decrease in cash and cash equivalents                    50,886     (14,085)
                                                           ---------------------
Cash and cash equivalents at beginning of period             86,355      88,798
                                                           ---------------------
Cash and cash equivalents at end of period                 $137,241     $74,713
                                                           =====================
Supplemental disclosure of noncash activities:
Loans transferred to other real estate owned                 $1,384        $649
Unrealized net gain on securities available for sale         $2,447      $2,721
Market value of shares tendered by employees in-lieu of
  cash to pay for exercise options and/or related taxes        $652           -
Supplemental disclosure of cash flow activity:
Cash paid for interest expense                               $6,261     $11,435
Cash paid for income taxes                                     $192           -

See accompanying notes to unaudited condensed consolidated financial statements.

                                       5
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: General Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange  Commission.  The results of operations  reflect interim
adjustments,  all of which are of a normal  recurring  nature and which,  in the
opinion of management,  are necessary for a fair presentation of the results for
the interim periods  presented.  The interim results for the three month periods
ended  March 31,  2009 and 2008 are not  necessarily  indicative  of the results
expected for the full year.  These unaudited  condensed  consolidated  financial
statements should be read in conjunction with the audited consolidated financial
statements and accompanying  notes as well as other information  included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2008.

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

Nature of Operations
The Company  operates 32 branch  offices and 25 in-store  branch  offices in the
California  counties of Butte,  Contra Costa, Del Norte,  Fresno,  Glenn,  Kern,
Lake, Lassen,  Madera,  Mendocino,  Merced,  Napa, Nevada,  Placer,  Sacramento,
Shasta,  Siskiyou,  Stanislaus,  Sutter,  Tehama,  Tulare,  Yolo and  Yuba.  The
Company's  operating  policy since its inception has emphasized  retail banking.
Most of the Company's  customers are retail  customers and small to medium sized
businesses.

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

Significant Group Concentration of Credit Risk
The Company grants agribusiness,  commercial, consumer, and residential loans to
customers  located  throughout the northern San Joaquin  Valley,  the Sacramento
Valley  and  northern  mountain  regions  of  California.   The  Company  has  a
diversified  loan  portfolio  within  the  business  segments  located  in  this
geographical  area. The Company currently  classifies all its operation into one
business segment that it denotes as community banking.

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

Investment Securities
The Company  classifies its debt and marketable  equity  securities  into one of
three  categories:  trading,  available-for-sale  or  held-to-maturity.  Trading
securities  are bought and held  principally  for the  purpose of selling in the
near term.  Held-to-maturity  securities are those  securities which the Company
has the  ability and intent to hold until  maturity.  All other  securities  not
included in trading or  held-to-maturity  are classified as  available-for-sale.
During the three months  ended March 31, 2009 and March 31,  2008,  and the year
ended December 31, 2008,  the Company did not have any securities  classified as
either held-to-maturity or trading.

                                       6
Available-for-sale  securities are recorded at fair value.  Unrealized gains and
losses,  net of the related tax effect,  on  available-for-sale  securities  are
reported  as a separate  component  of other  accumulated  comprehensive  income
(loss) in shareholders' equity until realized.

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

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

Loans Held for Sale
Loans  originated  and intended for sale in the secondary  market are carried at
the  lower  of  aggregate  cost  or  fair  value,  as  determined  by  aggregate
outstanding  commitments from investors of current investor yield  requirements.
Net unrealized losses are recognized through a valuation allowance by charges to
income.  At March 31, 2009, March 31, 2008, and December 31, 2008, the Company's
balance of loans held for sale was immaterial.

Mortgage  loans held for sale are  generally  sold with the  mortgage  servicing
rights  retained by the Company.  The carrying  value of mortgage  loans sold is
reduced by the cost allocated to the associated mortgage servicing rights. Gains
or losses on the sale of loans that are held for sale are recognized at the time
of the sale and determined by the  difference  between net sale proceeds and the
net book  value of the  loans  less the  estimated  fair  value of any  retained
mortgage servicing rights.

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 actual life of
the loan.  Loans on which the  accrual of  interest  has been  discontinued  are
designated  as  nonaccrual  loans.  Accrual of  interest  on loans is  generally
discontinued  either  when  reasonable  doubt  exists  as to  the  full,  timely
collection  of interest or principal or when a loan becomes  contractually  past
due by 90 days or more with respect to interest or principal.  When loans are 90
days past due, but in management's  judgment are well secured and in the process
of  collection,  they may be  classified  as  accrual.  When a loan is placed on
nonaccrual  status,  all  interest  previously  accrued  but  not  collected  is
reversed.  Income on such loans is then  recognized only to the extent that cash
is received and where the future  collection of principal is probable.  Interest
accruals are resumed on such loans only when they are brought fully current with
respect to interest and principal and when, in the judgment of  Management,  the
loans are estimated to be fully  collectible  as to both principal and interest.
All impaired loans are classified as nonaccrual loans.

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

                                       7
Allowance for Loan Losses
The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans and deposit related overdrafts are charged against the
allowance for loan losses when Management  believes that the  collectibility  of
the  principal  is unlikely  or, with  respect to  consumer  installment  loans,
according to an  established  delinquency  schedule.  The allowance is an amount
that Management  believes will be adequate to absorb probable losses inherent in
existing  loans  and  leases,   based  on  evaluations  of  the  collectibility,
impairment and prior loss experience of loans and leases.  The evaluations  take
into  consideration  such  factors  as  changes  in the  nature  and size of the
portfolio,  overall portfolio  quality,  loan  concentrations,  specific problem
loans, and current economic conditions that may affect the borrower's ability to
pay. The Company defines a loan as impaired when it is probable the Company will
be unable to collect all amounts due according to the  contractual  terms of the
loan  agreement.  Impaired  loans are  measured  based on the  present  value of
expected future cash flows discounted at the loan's original  effective interest
rate. As a practical  expedient,  impairment may be measured based on the loan's
observable  market  price or the fair  value  of the  collateral  if the loan is
collateral  dependent.  When the measure of the  impaired  loan is less than the
recorded  investment in the loan, the impairment is recorded through a valuation
allowance.

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

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

The Company's method for assessing the appropriateness of the allowance for loan
losses includes specific  allowances for identified  problem loans and leases as
determined  by SFAS 114,  formula  allowance  factors for pools of credits,  and
allowances for changing  environmental  factors (e.g.,  interest rates,  growth,
economic  conditions,  etc.).  Allowance factors for loan pools are based on the
previous 5 years  historical  loss  experience by product type.  Allowances  for
specific loans are based on SFAS 114 analysis of individual credits.  Allowances
for  changing  environmental  factors  are  Management's  best  estimate  of the
probable  impact these changes have had on the loan  portfolio as a whole.  This
process  is  explained  in  detail  in  the  notes  to  the  Company's   audited
consolidated financial statements in its Annual Report on Form 10-K for the year
ended December 31, 2008.

Based on the current conditions of the loan portfolio,  Management believes that
the  allowance  for loan  losses  ($32,774,000)  and the  reserve  for  unfunded
commitments  ($2,740,000),  which collectively stand at $35,514,000 at March 31,
2009,  are adequate to absorb  probable  losses  inherent in the Company's  loan
portfolio.  No assurance can be given, however, that adverse economic conditions
or other circumstances will not result in increased losses in the portfolio.

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

                                        Three months ended March 31,
                                        ----------------------------
     Allowance for loan losses:                2009          2008
                                        ----------------------------
     Balance at beginning of period         $27,590       $17,331
     Provision for loan losses                7,800         4,100
     Loans charged off:
       Real estate mortgage:
         Residential                            (90)          (54)
         Commercial                             (42)          (19)
       Consumer:
         Home equity lines                   (1,305)         (159)
         Home equity loans                     (105)          (89)
         Auto indirect                         (665)         (549)
         Other consumer                        (315)         (302)
       Commercial                              (479)         (135)
       Construction:
         Residential                              -        (1,078)
         Commercial                               -             -
                                          -------------------------
     Total loans charged off                 (3,001)       (2,385)
     Recoveries of previously
       charged-off loans:
       Real estate mortgage:
         Residential                              -             -
         Commercial                              15            14
       Consumer:
         Home equity lines                        2             -
         Home equity loans                        -             -
         Auto indirect                          136           122
         Other consumer                         196           193
       Commercial                                32             8
       Construction:
         Residential                              4             -
         Commercial                               -             -
                                          ------------------------
     Total recoveries of
       previously charged off loans             385           337
                                          ------------------------
         Net charge-offs                     (2,616)       (2,048)
                                          ------------------------
     Balance at end of period               $32,774       $19,383
                                          ========================
     Reserve for unfunded commitments:
     Balance at beginning of period          $2,565        $2,090
     Provision for losses -
       unfunded commitments                     175           825
                                          ------------------------
     Balance at end of period                $2,740        $2,915
                                          ========================
     Balance at end of period:
     Allowance for loan losses              $32,774       $19,383
     Reserve for unfunded commitments         2,740         2,915
                                          ------------------------
     Allowance for losses                   $35,514       $22,298
                                          ========================
     As a percentage of total loans:
     Allowance for loan losses                  2.09%        1.25%
     Reserve for unfunded commitments           0.18%        0.19%
                                          ------------------------
     Allowance for losses                       2.27%        1.44%
                                          ========================

                                       9
Mortgage Servicing Rights
Mortgage  servicing  rights (MSRs)  represent  the  Company's  right to a future
stream of cash flows based upon the  contractual  servicing fee associated  with
servicing mortgage loans. Our MSRs arise from residential mortgage loans that we
originate  and sell,  but retain the right to  service  the loans.  For sales of
residential  mortgage  loans, a portion of the cost of  originating  the loan is
allocated  to the  servicing  right based on the fair values of the loan and the
servicing  right.  The net gain from the  retention  of the  servicing  right is
included in gain on sale of loans in  noninterest  income when the loan is sold.
Fair  value  is  based  on  market  prices  for  comparable  mortgage  servicing
contracts, when available, or alternatively,  is based on a valuation model that
calculates  the present  value of estimated  future net  servicing  income.  The
valuation model incorporates  assumptions that market  participants would use in
estimating  future  net  servicing  income,  such as the  cost to  service,  the
discount rate, the custodial earnings rate, an inflation rate, ancillary income,
prepayment  speeds and  default  rates and  losses.  MSRs are  included in other
assets. Servicing fees are recorded in noninterest income when earned.

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

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

                                         Three months ended March 31,
                                         ----------------------------
                                               2009         2008
                                         ----------------------------
Mortgage servicing rights:
Balance at beginning of period               $2,972        $4,088
Additions                                       382           177
Change in fair value                           (173)         (340)
                                          --------------------------
Balance at end of period                     $3,181        $3,925
                                          ==========================
Servicing fees received                        $269          $253
Balance of loans serviced at:
     Beginning of period                   $431,195      $406,743
     End of period                         $450,955      $407,246
Weighted-average prepayment speed (CPR)        22.0%         14.1%
Discount rate                                   9.0%         10.0%

                                       10
Off-Balance Sheet Credit Related Financial Instruments
In the ordinary course of business,  the Company has entered into commitments to
extend credit, including commitments under credit card arrangements,  commercial
letters of credit, and standby letters of credit. Such financial instruments are
recorded when they are funded.

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

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

Goodwill and Other Intangible Assets
Goodwill  represents  the  excess  of costs  over  fair  value of net  assets of
businesses acquired. Goodwill and other intangible assets acquired in a purchase
business  combination  and determined to have an indefinite  useful life are not
amortized,  but instead  tested for  impairment  at least  annually.  Intangible
assets with estimable useful lives are amortized over their respective estimated
useful lives to their estimated residual values, and reviewed for impairment.

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

The following table summarizes the Company's goodwill intangible as of March 31,
2009 and December 31, 2008.

                             December 31,                              March 31,
 (Dollars in Thousands)       2008        Additions    Reductions       2009
                            ----------------------------------------------------
 Goodwill                    $15,519         -              -          $15,519
                            ====================================================

The following  table  summarizes  the Company's  core deposit  intangibles as of
March 31, 2009 and December 31, 2008.

                                December 31,                           March 31,
 (Dollars in Thousands)           2008       Additions    Reductions     2009
                               -------------------------------------------------
 Core deposit intangibles        $3,365              -             -     $3,365
 Accumulated amortization        (2,712)             -         ($134)    (2,846)
                               -------------------------------------------------
 Core deposit intangibles, net     $653              -         ($134)      $519
                               =================================================

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)
              ------------                -----------------------
                  2009                             $328
                  2010                             $260
                  2011                              $65
               Thereafter                             -

                                       11
Impairment of Long-Lived Assets and Goodwill
Long-lived  assets,  such as premises and equipment,  and purchased  intangibles
subject to amortization,  are reviewed for impairment whenever events or changes
in  circumstances  indicate  that the  carrying  amount  of an asset  may not be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison of the carrying amount of an asset to estimated  undiscounted  future
cash flows expected to be generated by the asset.  If the carrying  amount of an
asset  exceeds  its  estimated  future  cash  flows,  an  impairment  charge  is
recognized  by the amount by which the carrying  amount of the asset exceeds the
fair value of the asset. Assets to be disposed of would be separately  presented
in the balance  sheet and reported at the lower of the  carrying  amount or fair
value  less  costs  to sell,  and are no  longer  depreciated.  The  assets  and
liabilities of a disposed  group  classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.

On December 31 of each year,  goodwill is tested for  impairment,  and is tested
for impairment  more  frequently if events and  circumstances  indicate that the
asset might be impaired. An impairment loss is recognized to the extent that the
carrying amount exceeds the asset's fair value.  This  determination  is made at
the  reporting  unit  level  and  consists  of two  steps.  First,  the  Company
determines  the fair value of a reporting  unit and  compares it to its carrying
amount.  Second,  if the  carrying  amount of a reporting  unit exceeds its fair
value, an impairment loss is recognized for any excess of the carrying amount of
the reporting unit's goodwill over the implied fair value of that goodwill.  The
implied fair value of goodwill is determined by allocating the fair value of the
reporting unit in a manner similar to a purchase price allocation.  The residual
fair value after this allocation is the implied fair value of the reporting unit
goodwill.  Currently,  and  historically,  the Company is  comprised of only one
reporting  unit that operates  within the business  segment it has identified as
"community banking".

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

Stock-Based Compensation
The following table shows the number, weighted-average exercise price, intrinsic
value,  weighted average remaining  contractual life,  average remaining vesting
period,  and remaining  compensation  cost to be  recognized  over the remaining
vesting period of options  exercisable,  options not yet exercisable,  and total
options outstanding as of March 31, 2009:
Currently     Currently Not     Total
(dollars in thousands except exercise price)         Exercisable     Exercisable   Outstanding
Number of options                                     1,112,408       259,180       1,371,588
Weighted average exercise price                          $13.50        $19.88          $14.70
Intrinsic value                                          $4,951          $167          $5,118
Weighted average remaining contractual term (yrs.)         1.98          8.49            3.21
The options for 259,180 shares that are not currently exercisable as of March
31, 2009 are expected to vest, on a weighted-average basis, over the next 2.51
years, and the Company is expected to recognize $1,400,000 of compensation costs
related to these options as they vest.

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

Earnings per share have been computed based on the following:

                                                    Three months ended March 31,
                                                      2009             2008
                                                   -----------------------------
                                                         (in thousands)
Net income                                            $2,882           $4,048
Average number of common shares outstanding           15,775           15,842
Effect of dilutive stock options                         244              240
                                                    ---------------------------
Average number of common shares outstanding
   used to calculate diluted earnings per share       16,019           16,082
                                                    ===========================

There were 552,870 and 424,050 options  excluded from the computation of diluted
earnings  per share for the three month  periods  ended March 31, 2009 and 2008,
respectively, because the effect of these options was antidilutive.

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

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

                                                    Three months ended March 31,
                                                            2009          2008
                                                    ----------------------------
                                                               (in thousands)
Unrealized holding gains on available-for-sale securities   $2,447       $2,721
Tax effect                                                  (1,029)      (1,144)
                                                          ----------------------
    Unrealized holding gains on
    available-for-sale securities, net of tax               $1,418       $1,577
                                                          ======================

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

                                                         March 31,  December 31,
                                                             2009          2008
                                                         -----------------------
                                                               (in thousands)
Net unrealized gains on available-for-sale securities       $8,578       $6,131
Tax effect                                                  (3,607)      (2,578)
                                                          ----------------------
    Unrealized holding gains on
    available-for-sale securities, net of tax                4,971        3,553
                                                          ----------------------
Minimum pension liability                                   (2,677)      (2,677)
Tax effect                                                   1,126        1,126
                                                          ----------------------
   Minimum pension liability, net of tax                    (1,551)      (1,551)

Joint beneficiary agreement liability                           94           94
Tax effect                                                     (40)         (40)
                                                          ----------------------
   Joint beneficiary agreement liability, net of tax            54           54
                                                          ----------------------
Accumulated other comprehensive loss                        $3,474       $2,056
                                                          ======================

                                       13
Retirement Plans
The Company has  supplemental  retirement plans for current and former directors
and key executives.  These plans are non-qualified defined benefit plans and are
unsecured and unfunded.  The Company has purchased insurance on the lives of the
participants  and intends (but is not  required) to use the cash values of these
policies to pay the retirement  obligations.  The following table sets forth the
net periodic benefit cost recognized for the plans:

                                                    Three months ended March 31,
                                                         2009          2008
                                                    ----------------------------
                                                           (in thousands)
Net pension cost included the following components:
Service cost-benefits earned during the period             $99        $139
Interest cost on projected benefit obligation              174         166
Amortization of net obligation at transition                 -           -
Amortization of prior service cost                          38          45
Recognized net actuarial loss                               25          37
                                                      ------------------------
Net periodic pension cost                                 $336        $387
                                                      ========================

During the three months ended March 31, 2009 and 2008,  the Company  contributed
and paid out as benefits  $155,000 and $161,000,  respectively,  to participants
under the plans.  For the year ending  December 31, 2009, the Company expects to
contribute and pay out as benefits $587,000 to participants under the plans.

Fair Value Measurement
The Company utilizes fair value measurements to record fair value adjustments to
certain  assets  and  liabilities  and  to  determine  fair  value  disclosures.
Securities available-for-sale and mortgage servicing rights are recorded at fair
value on a recurring basis. Additionally,  from time to time, the Company may be
required to record at fair value other assets on a nonrecurring  basis,  such as
loans held for sale,  loans held for investment and certain other assets.  These
nonrecurring  fair value adjustments  typically involve  application of lower of
cost or market accounting or impairment write-downs of individual assets.

The Company groups assets and  liabilities at fair value in three levels,  based
on the  markets  in  which  the  assets  and  liabilities  are  traded  and  the
reliability of the assumptions used to determine fair value. These levels are:

Level 1 - Valuation is based upon quoted prices for identical instruments traded
          in active markets
Level 2 - Valuation  is based upon  quoted  prices for  similar  instruments  in
          active markets,  quoted prices for identical or similar instruments in
          markets that are not active, and model-based  valuation techniques for
          which all significant assumptions are observable in the market.
Level 3 - Valuation is generated from  model-based  techniques that use at least
          one  significant  assumption  not  observable  in  the  market.  These
          unobservable  assumptions reflect estimates of assumptions that market
          participants  would use in pricing the asset or  liability.  Valuation
          techniques include use of option pricing models,  discounted cash flow
          models and similar techniques.

Securities  available-for-sale  are recorded at fair value on a recurring basis.
Fair value  measurement  is based upon quoted  prices,  if available.  If quoted
prices are not  available,  fair values are measured using  independent  pricing
models or other  model-based  valuation  techniques such as the present value of
future  cash  flows,  adjusted  for the  security's  credit  rating,  prepayment
assumptions  and  other  factors  such  as  credit  loss  assumptions.  Level  1
securities  include  those  traded on an active  exchange,  such as the New York
Stock Exchange,  U.S. Treasury  securities that are traded by dealers or brokers
in active  over-the-counter  markets and money market funds.  Level 2 securities
include  mortgage-backed  securities  issued by government  sponsored  entities,
municipal bonds and corporate debt securities.  Securities classified as Level 3
include asset-backed securities in less liquid markets.

The Company does not record loans at fair value on a recurring  basis.  However,
from time to time,  a loan is  considered  impaired  and an  allowance  for loan
losses is  established.  Loans for which it is probable that payment of interest
and principal will not be made in accordance with the  contractual  terms of the
loan  agreement  are  considered   impaired.   Once  a  loan  is  identified  as
individually  impaired,  management  measures impairment in accordance with SFAS
114, Accounting by Creditors for Impairment of a Loan (SFAS 114). The fair value
of  impaired  loans  is  estimated  using  one  of  several  methods,  including
collateral value,  market value of similar debt,  enterprise value,  liquidation
value and discounted cash flows. Those impaired loans not requiring an allowance

                                       14
represent  loans  for  which  the  fair  value  of the  expected  repayments  or
collateral exceed the recorded  investments in such loans. At December 31, 2008,
substantially  all of the total impaired loans were evaluated  based on the fair
value of the collateral.  In accordance  with SFAS 157,  impaired loans where an
allowance  is  established  based  on  the  fair  value  of  collateral  require
classification  in  the  fair  value  hierarchy.  When  the  fair  value  of the
collateral is based on an observable  market price or a current  appraised value
which uses substantially  observable data, the Company records the impaired loan
as nonrecurring  Level 2. When an appraised value is not available or management
determines  the fair  value of the  collateral  is  further  impaired  below the
appraised value, or the appraised value contains a significant  assumption,  and
there is no observable  market price,  the Company  records the impaired loan as
nonrecurring Level 3.

Mortgage  servicing rights are carried at fair value. A valuation  model,  which
utilizes a discounted  cash flow analysis  using a discount rate and  prepayment
speed assumptions is used in the completion of the fair value measurement. While
the prepayment speed assumption is currently quoted for comparable  instruments,
the  discount  rate  assumption  currently  requires  a  significant  degree  of
management  judgment.  As such, the Company classifies mortgage servicing rights
subjected to recurring fair value adjustments as Level 3.

Goodwill and identified  intangible assets are subject to impairment  testing. A
projected  cash flow  valuation  method is used in the  completion of impairment
testing.  This  valuation  method  requires a  significant  degree of management
judgment as there are  unobservable  inputs for these  assets.  In the event the
projected  undiscounted  net  operating  cash  flows are less than the  carrying
value, the asset is recorded at fair value as determined by the valuation model.
As such, the Company  classifies  goodwill and other intangible assets subjected
to nonrecurring fair value adjustments as Level 3.

The table below presents the recorded amount of assets and liabilities  measured
at fair value on a recurring basis (in thousands):

Fair value at March 31, 2009            Total     Level 1   Level 2      Level 3
Securities available-for-sale         $279,122        -    $279,122          -
Mortgage servicing rights                3,181        -           -      $3,181
                                      ------------------------------------------
Total assets measured at fair value   $282,303        -    $279,122      $3,181
                                      ==========================================

The table below presents the recorded amount of assets and liabilities  measured
at fair value on a nonrecurring basis (in thousands):

Fair value at March 31, 2009            Total     Level 1   Level 2      Level 3
Impaired loans                         $29,377         -          -      $29,377
                                       -----------------------------------------
Total assets measured at fair value    $29,377         -          -      $29,377

Recent Accounting Pronouncements
FASB Emerging Issues Task Force ("EITF") Issue No. 06-4, Accounting for Deferred
Compensation and Postretirement Benefit Aspects of Endorsement Split Dollar Life
Insurance  Arrangements.  EITF 06-4 requires the  recognition of a liability and
related  compensation  expense for bank owned life insurance policies with joint
beneficiary  agreements  that  provide a benefit to an employee  that extends to
post-retirement  periods. Under EITF 06-4, life insurance policies purchased for
the purpose of providing  such  benefits do not  effectively  settle an entity's
obligation to the employee.  Accordingly,  the entity must recognize a liability
and related  compensation  expense during the  employee's  active service period
based on the future  cost of  insurance  to be  incurred  during the  employee's
retirement.  If the  entity  has agreed to  provide  the  employee  with a death
benefit, then the liability for the future death benefit should be recognized by
following the guidance in SFAS 106,  Employer's  Accounting  for  Postretirement
Benefits  Other Than  Pensions.  The Company  adopted EITF 06-4  effective as of
January 1, 2008 as a change in accounting  principle through a cumulative-effect
adjustment to retained earnings of $522,000 net of tax.

In November 2007, the SEC issued Staff Accounting Bulletin No. 109, Written Loan
Commitments  Recorded at Fair Value through Earnings (SAB 109). SAB 109 provides
guidance on the accounting for written loan  commitments  recorded at fair value
under generally accepted  accounting  principles (GAAP).  Specifically,  the SAB
revises  the  Staff's  views on  incorporating  expected  net future  cash flows
related to loan servicing  activities in the fair value measurement of a written
loan commitment.  SAB 109, which  supersedes SAB 105,  Application of Accounting
Principles  to Loan  Commitments,  requires  the  expected net future cash flows
related to the associated  servicing of the loan be included in the  measurement
of all written loan  commitments  that are  accounted  for at fair value through
earnings. SAB 109 was effective on January 1, 2008 for the Company.  Adoption of
SAB 109 did not a material impact on the Company's financial statements.

                                       15
In December  2007,  the FASB  issued  FASB  Statement  of  Financial  Accounting
Standards  No. 141  (revised),  Business  Combinations  (SFAS  141R).  SFAS 141R
replaces SFAS 141. SFAS 141R retains the  fundamental  requirements  in SFAS 141
that the  acquisition  method of accounting  (which SFAS 141 called the purchase
method)  be used  for  all  business  combinations  and  for an  acquirer  to be
identified for each business combination. SFAS 141R also retains the guidance in
SFAS 141 for  identifying  and  recognizing  intangible  assets  separately from
goodwill.  SFAS 141R requires an acquirer to recognize the assets acquired,  the
liabilities  assumed,  and any  noncontrolling  interest in the  acquiree at the
acquisition  date,  measured at their fair values as of that date,  with limited
exceptions  specified in the Statement.  SFAS 141R replaces the  cost-allocation
process of SFAS 141,  which  required the cost of an acquisition to be allocated
to the  individual  assets  acquired  and  liabilities  assumed  based  on their
estimated  fair  values.  SFAS 141  required  the  acquirer to include the costs
incurred to effect the  acquisition  (acquisition-related  costs) in the cost of
the  acquisition  that was allocated to the assets  acquired and the liabilities
assumed.  SFAS 141R requires  those costs to be recognized  separately  from the
acquisition.  In addition, in accordance with SFAS 141, restructuring costs that
the acquirer  expected but was not obligated to incur were recognized as if they
were a  liability  assumed  at the  acquisition  date.  SFAS 141R  requires  the
acquirer to recognize those costs separately from the business combination. SFAS
141R applies  prospectively  to business  combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or  after  December  15,  2008.  The  impact  of SFAS  141R on the  Company's
financial  statements  will be contingent on the terms and  conditions of future
business combinations.

In February 2008, the FASB issued  Financial  Accounting  Standards  Board Staff
Position FAS SFAS157-2  (FSP 157-2),  Effective  Date of FASB Statement No. 157.
FSP SFAS 157-2 delayed the Company's January 1, 2008,  effective date of FAS 157
for  all  nonfinancial  assets  and  nonfinancial   liabilities,   except  those
recognized or disclosed at fair value in the financial statements on a recurring
basis (at  least  annually),  until  January  1,  2009.  Implementation  of this
standard did not have a material effect on the Company's financial statements.

In March 2008, the FASB issued FASB Statement of Financial  Accounting Standards
No. 161,  Disclosures About Derivative  Instruments and Hedging  Activities,  an
Amendment  of FASB  Statement  No. 133 (SFAS  161).  SFAS 161  amends  SFAS 133,
Accounting  for  Derivative  Instruments  and Hedging  Activities,  to amend and
expand the disclosure  requirements of SFAS 133 to provide greater  transparency
about (i) how and why an entity uses derivative instruments, (ii) how derivative
instruments  and related  hedge items are  accounted  for under SFAS 133 and its
related interpretations, and (iii) how derivative instruments and related hedged
items affect an entity's  financial  position,  results of  operations  and cash
flows. To meet those objectives, SFAS 161 requires qualitative disclosures about
objectives and strategies for using derivatives,  quantitative disclosures about
fair value amounts of gains and losses on derivative instruments and disclosures
about credit-risk-related contingent features in derivative agreements. SFAS 161
is  effective  for the Company on January 1, 2009 and is not  expected to have a
significant impact on the Company's financial statements.

In May 2008,  the FASB issued FASB Statement of Financial  Accounting  Standards
No. 162, The Hierarchy of Generally Accepted  Accounting  Principles (SFAS 162).
SFAS 162 identifies  the sources of accounting  principles and the framework for
selecting the principles to be used in the  preparation of financial  statements
of  nongovernmental  entities that are presented in  conformity  with  generally
accepted accounting principles (GAAP) in the United States (the GAAP hierarchy).
The hierarchical guidance provided by SFAS 162 did not have a significant impact
on the Company's financial statements.

In April  2009,  the FASB  issued  Financial  Accounting  Standards  Board Staff
Position FAS SFAS 157-4 (FSP SFAS 157-4), Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability  Have  Significantly  Decreased
and Identifying  Transactions That Are Not Orderly.  FSP SFAS 157-4 affirms that
the  objective  of fair  value when the market for an asset is not active is the
price that would be  received to sell the asset in an orderly  transaction,  and
clarifies and includes additional factors for determining whether there has been
a significant  decrease in market activity for an asset when the market for that
asset is not active.  FSP SFAS 157-4  requires an entity to base its  conclusion
about whether a transaction  was not orderly on the weight of the evidence.  FSP
SFAS 157-4 also amended SFAS 157,  Fair Value  Measurements,  to expand  certain
disclosure  requirements.  The Company  adopted the provisions of FSP SFAS 157-4
during  the  first  quarter  of  2009.  Adoption  of  FSP  SFAS  157-4  did  not
significantly impact the Company's financial statements.

                                       16
In April  2009,  the FASB  issued  Financial  Accounting  Standards  Board Staff
Position  FAS SFAS  115-2  and SFAS  124-2  (FSP  SFAS  115-2  and SFAS  124-2),
Recognition and Presentation of Other-Than-Temporary Impairments. FSP SFAS 115-2
and SFAS  124-2  (i)  changes  existing  guidance  for  determining  whether  an
impairment  is other than  temporary to debt  securities  and (ii)  replaces the
existing  requirement that the entity's management assert it has both the intent
and ability to hold an impaired  security until recovery with a requirement that
management assert: (a) it does not have the intent to sell the security; and (b)
it is more likely than not it will not have to sell the security before recovery
of its cost  basis.  Under FSP SFAS 115-2 and SFAS  124-2,  declines in the fair
value of  held-to-maturity  and  available-for-sale  securities below their cost
that are deemed to be other than temporary are reflected in earnings as realized
losses to the extent the impairment is related to credit  losses.  The amount of
the  impairment  related to other factors is  recognized in other  comprehensive
income.  The  Company  adopted the  provisions  of FSP SFAS 115-2 and SFAS 124-2
during the first quarter of 2009.  Adoption of FSP SFAS 115-2 and SFAS 124-2 did
not significantly impact the Company's financial statements.

In April  2009,  the FASB  issued  Financial  Accounting  Standards  Board Staff
Position  FAS SFAS  107-1 and APB 28-1 (FSP SFAS  107-1 and APB  28-1),  Interim
Disclosures  about Fair Value of Financial  Instruments.  FSP SFAS 107-1 and APB
28-1 amends SFAS 107, Disclosures about Fair Value of Financial Instruments,  to
require  an  entity  to  provide  disclosures  about  fair  value  of  financial
instruments in interim financial  information and amends  Accounting  Principles
Board (APB)  Opinion  No. 28,  Interim  Financial  Reporting,  to require  those
disclosures in summarized  financial  information at interim reporting  periods.
Under FSP SFAS  107-1 and APB 28-1,  a publicly  traded  company  shall  include
disclosures about the fair value of its financial instruments whenever it issues
summarized  financial  information for interim reporting  periods.  In addition,
entities  must  disclose,  in the  body  or in  the  accompanying  notes  of its
summarized  financial  information  for  interim  reporting  periods  and in its
financial  statements  for  annual  reporting  periods,  the  fair  value of all
financial  instruments  for which it is  practicable  to  estimate  that  value,
whether recognized or not recognized in the statement of financial position,  as
required by SFAS 107. The new interim disclosures required by FSP SFAS 107-1 and
APB  28-1  will  be  included  in the  Company's  interim  financial  statements
beginning with the second quarter of 2009.

                                       17
TRICO BANCSHARES
                                Financial Summary
                (dollars in thousands, except per share amounts)

                                                         (Unaudited)
                                                      Three months ended
                                                            March 31,
                                                   --------------------------
                                                     2009              2008
                                                   --------------------------
Net Interest Income (FTE)                           $23,151          $21,546
Provision for loan losses                            (7,800)          (4,100)
Noninterest income                                    6,615            6,850
Noninterest expense                                 (17,201)         (17,573)
Provision for income taxes (FTE)                     (1,883)          (2,675)
                                                    -------------------------
Net income                                           $2,882           $4,048
                                                    =========================

Earnings per share:
     Basic                                              $0.18          $0.26
     Diluted                                            $0.18          $0.25
Per share:
     Dividends paid                                     $0.13          $0.13
     Book value at period end                          $12.71         $12.02
     Tangible book value at period end                 $11.69         $10.97

Average common shares outstanding                      15,775         15,842
Average diluted common shares outstanding              16,019         16,082
Shares outstanding at period end                       15,783         15,745
At period end:
     Loans, net                                    $1,534,182     $1,528,561
     Total assets                                   2,078,352      1,999,350
     Total deposits                                 1,726,706      1,528,475
     Federal funds purchased                                -        102,300
     Other borrowings                                  76,081        103,767
     Junior subordinated debt                          41,238         41,238
     Shareholders' equity                             200,546        189,300

Financial Ratios:
During the period (annualized):
     Return on assets                                  0.56%           0.81%
     Return on equity                                  5.70%           8.37%
     Net interest margin(1)                            4.91%           4.74%
     Net loan charge-offs to average loans             0.67%           0.53%
     Efficiency ratio(1)                              57.79%          61.89%
     Average equity to average assets                  9.86%           9.73%
At period end:
     Equity to assets                                  9.65%           9.47%
     Total capital to risk-adjusted assets            12.68%          12.02%
     Allowance for losses to loans(2)                  2.27%           1.44%

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

                                       18
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

As TriCo  Bancshares (the  "Company") has not commenced any business  operations
independent of Tri Counties Bank (the "Bank"), the following discussion pertains
primarily  to the  Bank.  Average  balances,  including  such  balances  used in
calculating  certain financial ratios, are generally  comprised of average daily
balances  for the  Company.  Within  Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations,  interest income and net interest
income are  generally  presented  on a fully  tax-equivalent  (FTE)  basis.  The
presentation  of  interest  income and net  interest  income on a FTE basis is a
common  practice within the banking  industry.  Interest income and net interest
income  are  shown on a  non-FTE  basis in the  Part I -  Financial  Information
section  of  this  Form  10-Q,  and a  reconciliation  of the  FTE  and  non-FTE
presentations is provided below in the discussion of net interest income.

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

Results of Operations
The  following   discussion  and  analysis  is  designed  to  provide  a  better
understanding  of the significant  changes and trends related to the Company and
the  Bank's  financial  condition,   operating  results,   asset  and  liability
management,  liquidity and capital  resources and should be read in  conjunction
with the  Condensed  Consolidated  Financial  Statements  of the Company and the
Notes thereto located at Item 1 of this report.

The Company had  quarterly  earnings of  $2,882,000  for the three  months ended
March 31, 2009. This  represents a decrease of $1,166,000  (28.8%) when compared
with  earnings of  $4,048,000  for the quarter  ended  March 31,  2008.  Diluted
earnings per share for the quarter ended March 31, 2009 decreased 28.0% to $0.18
compared to $0.25 for the quarter ended March 31, 2008. The decrease in earnings
from the prior year quarter was primarily due to a $3,700,000  (90%) increase in
the provision for loan losses to $7,800,000 from $4,100,000,  that was partially
offset by a $1,605,000 (7.5%) increase in fully taxable  equivalent net interest
income to  $23,151,000  in the quarter ended March 31, 2009 from  $21,546,000 in
the quarter ended March 31, 2008.

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

                                                 Three months ended
                                                     March 31,
                                               ----------------------
                                                 2009          2008
                                               ----------------------
Net Interest Income (FTE)                       $23,151      $21,546
Provision for loan losses                        (7,800)      (4,100)
Noninterest income                                6,615        6,850
Noninterest expense                             (17,201)     (17,573)
Provision for income taxes (FTE)                 (1,883)      (2,675)
                                               ----------------------
Net income                                       $2,882       $4,048
                                               ======================

                                       19
Net Interest Income
Following is a summary of the components of net interest  income for the periods
indicated (dollars in thousands):

                                         Three months ended
                                              March 31,
                                     -------------------------
                                          2009         2008
                                     -------------------------
 Interest income                        $28,882      $31,130
 Interest expense                        (5,884)      (9,765)
 FTE adjustment                             153          181
                                     -------------------------
    Net interest income (FTE)           $23,151      $21,546
                                     =========================
 Average interest-earning assets     $1,887,121   $1,817,212
 Net interest margin (FTE)                 4.91%        4.74%

The  Company's  primary  source  of  revenue  is  net  interest  income,  or the
difference  between  interest  income on  interest-earning  assets and  interest
expense on  interest-bearing  liabilities.  Net interest income (FTE) during the
first quarter of 2009 increased  $1,605,000  (7.5%) from the same period in 2008
to  $23,151,000.  The increase in net  interest  income (FTE) was due to a 0.17%
increase in net interest margin (FTE) to 4.91% and a $69,909,000 (3.9%) increase
in average balances of interest-earning assets to $1,887,121,000.

Interest and Fee Income
Interest and fee income (FTE) for the first quarter of 2009 decreased $2,248,000
(7.2%) from the first quarter of 2008.  The decrease was due to a 0.74% decrease
in the  average  yield  on  those  interest-earning  assets  to  6.15%  that was
partially  offset by a  $69,909,000  (3.9%)  increase  in  average  balances  of
interest-earning assets to $1,887,121,000. The growth in interest-earning assets
was the result of a $45,379,000  increase in average balance of interest-earning
cash at Federal  Reserve  and other bank and a  $30,993,000  (2.0%)  increase in
average loan balances to $1,566,350 from the year-ago  quarter.  The decrease in
the  average  yield on  interest-earning  assets  was  primarily  due to a 4.00%
decrease in the prime rate of lending  from 7.25% at December  31, 2007 to 3.25%
at December 31, 2008.  Interest  rate floors in most of the  Company's  variable
rate loans mitigated the effect of the decrease in the prime rate of lending and
other variable rate indices during this period.

Interest Expense
Interest  expense  decreased  $3,881,000  (39.7%)  in the first  quarter of 2009
compared to the prior year  quarter.  The decrease was  primarily due to a 1.15%
decrease in the average rate paid on interest-bearing  liabilities from 2.78% in
the first  quarter of 2008 to 1.63% in the first  quarter of 2009.  The  average
balance  of   interest-bearing   liabilities   was  up  $34,623,000   (2.5%)  to
$1,441,816,000  in the quarter  ended March 31, 2009 from the year-ago  quarter.
The average rates paid for all categories of  interest-bearing  liabilities were
down except for the average rate paid on interest-bearing demand deposits.

                                       20
Net Interest Margin (FTE)
The  following  table  summarizes  the  components of the Company's net interest
margin for the periods indicated:

                                             Three months ended
                                                  March 31,
                                             -------------------
                                              2009         2008
                                             -------------------
Yield on interest-earning assets              6.15%        6.89%
Rate paid on interest-bearing liabilities     1.63%        2.78%
                                             -------------------
     Net interest spread                      4.52%        4.11%
Impact of all other net
     noninterest-bearing funds                0.39%        0.63%
                                             -------------------
        Net interest margin                   4.91%        4.74%
                                             ===================

Net interest margin in the first quarter of 2009 increased 0.17% compared to the
first quarter of 2008.  This increase in net interest  margin was due to a 0.41%
increase in net interest spread that was partially offset by a 0.24% decrease in
the impact of all other net noninterest-bearing funds when compared to the prior
year quarter.  The increase in net interest margin was mainly due to rate floors
on most of the Company's  adjustable  rate loans that caused  decreases in rates
paid for  interest-bearing  liabilities  to exceed  decreases in rates earned on
interest-earning assets.

Summary of Average Balances, Yields/Rates and Interest Differential
The following table presents,  for the periods indicated,  information regarding
the Company's consolidated average assets, liabilities and shareholders' equity,
the  amounts  of  interest  income  from  average  interest-earning  assets  and
resulting  yields,  and the amount of interest expense paid on  interest-bearing
liabilities.  Average loan balances include nonperforming loans. Interest income
includes  proceeds  from  loans on  nonaccrual  loans  only to the  extent  cash
payments have been received and applied to interest income. Yields on securities
and  certain  loans have been  adjusted  upward to reflect  the effect of income
thereon  exempt from federal income  taxation at the current  statutory tax rate
(dollars in thousands).
For the three months ended
                                           ---------------------------------------------------------------
                                                 March 31, 2009               March 31, 2008
                                           -----------------------------    ------------------------------
                                                       Interest   Rates                Interest    Rates
                                            Average    Income/    Earned    Average    Income/     Earned
                                            Balance    Expense    Paid      Balance    Expense     Paid
                                          ------------------------------   ------------------------------
Assets:
Loans                                      $1,566,350  $25,513    6.52%      $1,535,357 $27,726     7.22%
Investment securities - taxable               252,431    3,083    4.89%         254,778   3,078     4.83%
Investment securities - nontaxable             22,609      417    7.38%          26,725     505     7.57%
Cash at Federal Reserve and other banks        45,731       22    0.19%             352       2     2.27%
                                            ------------------------------   -----------------------------
   Total interest-earning assets             1,887,121   29,035    6.15%      1,817,212  31,311     6.89%
Other assets                                   162,072                          171,454
                                            ----------                        ---------
Total assets                                 2,049,193                        1,988,666
                                            ==========                        =========
Liabilities and shareholders' equity:
Interest-bearing demand deposits               258,137      342    0.53%        218,487      87     0.16%
Savings deposits                               408,749      893    0.87%        387,490   1,502     1.55%
Time deposits                                  655,343    3,967    2.42%        551,420   5,588     4.05%
Federal funds purchased                              -        -    -            103,565     812     3.14%
Other borrowings                                78,349      242    1.24%        104,993   1,063     4.05%
Junior subordinated debt                        41,238      440    4.27%         41,238     713     6.92%
                                             ----------------------------    -----------------------------
   Total interest-bearing liabilities        1,441,816    5,884    1.63%      1,407,193   9,765     2.78%
Noninterest-bearing deposits                   366,475                          354,207
Other liabilities                               38,776                           33,817
Shareholders' equity                           202,126                          193,449
Total liabilities and shareholders' equity  $2,049,193                       $1,988,666
                                            ==========                       ==========
Net interest spread(1)                                             4.52%                            4.11%
Net interest income and interest margin(2)              $23,151    4.91%                $21,546     4.74%
                                                        ================                ==================
(1)  Net interest spread represents the average yield earned on interest-earning
     assets minus the average rate paid on interest-bearing liabilities.
(2) Net  interest  margin is computed by  calculating  the  difference  between
     interest  income and interest  expense,  divided by the average  balance of
     interest-earning assets.

                                       21
Summary of  Changes in  Interest  Income and  Expense  due to Changes in Average
Asset and Liability Balances and Yields Earned and Rates Paid

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

                                               Three months ended March 31, 2009
                                                  compared with three months
                                                      ended March 31, 2008
                                               ---------------------------------
                                                 Volume      Rate        Total
                                               ---------------------------------
Increase (decrease) in interest income:
Loans                                             $559     ($2,772)    ($2,213)
Investment securities                              (82)         (2)        (84)
Cash at Federal Reserve and other banks            258        (238)         20
                                               ---------------------------------
   Total interest-earning assets                   735      (3,012)     (2,277)
                                               ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                    16         239         255
Savings deposits                                    82        (691)       (609)
Time deposits                                    1,052      (2,673)     (1,621)
Federal funds purchased                           (813)          1        (812)
Other borrowings                                  (270)       (551)       (821)
Junior subordinated debt                             -        (273)       (273)
                                               ---------------------------------
   Total interest-bearing liabilities               67      (3,948)     (3,881)
                                               ---------------------------------
Increase (decrease) in Net Interest Income        $668        $936      $1,604
                                               =================================

Provision for Loan Losses
The provision for loan losses increased  $3,700,000 (90.2%) to $7,800,000 in the
first quarter of 2009 from $4,100,000 in the first quarter of 2008. The increase
in the  provision  for  loan  losses  was  primarily  due  to  higher  net  loan
charge-offs,   increased   nonperforming   loans,   and   downgrades   in   loan
classifications  during the first  quarter of 2009 compared to the first quarter
of 2008.  During the first quarter of 2009, the Company  recorded  $2,616,000 of
net loan  charge-offs  versus  $2,048,000 of net loan  charge-offs  in the first
quarter of 2008.  The  $568,000  (27.7%)  increase in net loan  charge-offs  was
principally related to home equity lines of credit and small business loans that
were partially  offset by reduced net  charge-offs  of residential  construction
loans when compared to the year-ago quarter.

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

                                                  Three months ended March 31,
                                                  ----------------------------
                                                       2009        2008
                                                  ----------------------------
     Service charges on deposit accounts             $3,585      $3,838
     ATM fees and interchange                         1,098       1,079
     Other service fees                                 542         551
     Change in value of mortgage servicing rights      (173)       (340)
     Gain on sale of loans                              641         258
     Commissions on sale of
       nondeposit investment products                   489         420
     Increase in cash value of life insurance           280         360
     Gain from VISA IPO                                   -         396
     Other noninterest income                           153         288
                                                   ---------------------------
     Total noninterest income                        $6,615      $6,850
                                                   ===========================

Noninterest  income for the first quarter of 2009 decreased $235,000 (3.4%) from
the first  quarter of 2008 due  primarily to a $396,000  gain from the Company's
membership in VISA, Inc. and VISA's initial public offering (IPO) in March 2008,
a $253,000 (6.6%) decrease in service charges on deposit  accounts to $3,585,000
that were  partially  offset by a $383,000  (148%)  increase  in gain on sale of
loans and a $167,000 improvement in change in value of mortgage servicing rights
over the year-ago  quarter.  The decrease in service charges on deposit accounts
is due to reduced  non-sufficient  funds as customers reduce their buying due to
current  economic  conditions.  These same economic  conditions have resulted in
lower mortgage rates that have increased refinance activity and improved gain on
sale of loans for the Company.

                                       22
Noninterest Expense
The components of noninterest expense were as follows (dollars in thousands):

                                             Three months ended March 31,
                                             ----------------------------
                                                  2009          2008
                                             ----------------------------
     Base salaries, net of
       deferred loan origination costs           $6,576        $6,333
     Incentive compensation                         588           560
     Benefits and other compensation costs        2,625         2,587
                                             ----------------------------
       Total salaries and benefits expense        9,789         9,480
                                             ----------------------------
     Occupancy                                    1,235         1,188
     Equipment                                      917           982
     Provision for losses - unfunded commitments    175           825
     Data processing and software                   618           615
     Telecommunications                             332           597
     ATM network charges                            516           494
     Professional fees                              311           493
     Advertising and marketing                      398           319
     Postage                                        279           282
     Courier service                                173           263
     Intangible amortization                        134           123
     Operational losses                              37           113
     Provision for OREO losses                      162             -
     Assessments                                    302            82
     Other                                        1,823         1,717
                                              --------------------------
       Total other noninterest expense            7,412         8,093
                                              --------------------------
         Total noninterest expense              $17,201       $17,573
                                              ==========================
     Average full time equivalent staff             621           626
     Noninterest expense to revenue (FTE)         57.79%        61.89%

Noninterest  expense for the first  quarter of 2009  decreased  $372,000  (2.1%)
compared to the first quarter of 2008.  Salaries and benefits expense  increased
$309,000 (3.3%) to $9,789,000. The increase in salaries and benefits expense was
mainly  due  to  annual  salary  increases.  Provision  for  losses  -  unfunded
commitments decreased $650,000 (79%) to $175,000 for the quarter ended March 31,
2009 due  primarily to estimated  losses  related to home equity lines of credit
and construction loans that were recognized in the first quarter of 2008.

Provision for Income Tax
The  effective  tax rate for the three  months  ended  March 31,  2009 was 37.5%
compared to 38.1% for the three months ended March 31, 2008.  The  provision for
income  taxes  for  all  periods  presented  is  primarily  attributable  to the
respective  level  of  earnings  and  the  incidence  of  allowable  deductions,
particularly from increase in cash value of life insurance, tax-exempt loans and
state and municipal securities.

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

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

                                At March 31, 2009          At December 31, 2008
                            ------------------------     -----------------------
                              Gross Guaranteed  Net      Gross Guaranteed   Net
                            ----------------------------------------------------
Classified loans            $84,763   $5,055  $79,708    63,850  $5,379  $58,471
Other classified assets       2,407             2,407     1,185            1,185
                            ----------------------------------------------------
Total classified assets     $87,170   $5,055  $82,115   $65,035  $5,379  $59,656
                            ====================================================
Allowance for loan losses/classified loans      41.1%                      47.2%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies and its government-sponsored agencies, increased $22,459,000 (37.6%) to
$82,115,000 at March 31, 2009 from $59,656,000 at December 31, 2008.

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

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

Interest income on nonaccrual loans, which would have been recognized during the
three months  ended March 31, 2009 and 2008,  if all such loans had been current
in  accordance  with  their  original  terms,  totaled  $889,000  and  $445,000,
respectively.  Interest  income  actually  recognized  on these loans during the
three  months  ended  March  31,  2009  and  2008  was  $146,000  and  $155,000,
respectively.

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,  increased  $8,057,000  (28%) to  $36,767,000  during the first  three
months of 2009.  Nonperforming assets net of guarantees represent 1.77% of total
assets.  All nonaccrual loans are considered to be impaired when determining the
need  for a  specific  valuation  allowance.  The  Company  continues  to make a
concerted  effort to work problem and potential  problem loans to reduce risk of
loss. At March 31, 2009 At December 31, 2008
At September 30, 2008       At December 31, 2007
                                              -------------------------    -------------------------
                                                Gross  Guaranteed  Net      Gross  Guaranteed   Net
                                              ------------------------------------------------------
dollars in thousands):
Performing nonaccrual loans                   $23,467   $4,933  $18,534    $22,600  $5,102  $17,498
Nonperforming, nonaccrual loans                14,989        -   14,989      9,994     154    9,840
                                              ------------------------------------------------------
     Total nonaccrual loans                    38,456    4,933   33,523     32,594   5,256   27,338
Loans 90 days past due and still accruing         837        -      837        187       -      187
                                              ------------------------------------------------------
Total nonperforming loans                      39,293    4,933   34,360     32,781   5,256   27,525
Other real estate owned                         2,407        -    2,407      1,185       -    1,185
                                              ------------------------------------------------------
Total nonperforming assets                    $41,700   $4,933  $36,767    $33,966  $5,256  $28,710
                                              ======================================================

Nonperforming loans to total loans                               2.19%                        1.73%
Nonperforming assets to total assets                             1.77%                        1.41%
Allowance for loan losses/nonperforming loans                      95%                        100%
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.

The Company adopted and announced a stock repurchase plan on August 21, 2007 for
the repurchase of up to 500,000  shares of the Company's  common stock from time
to time as market conditions allow. The 500,000 shares authorized for repurchase
under this plan represented  approximately  3.2% of the Company's  approximately
15,815,000  common shares  outstanding  as of August 21, 2007.  This plan has no
stated  expiration date for the  repurchases.  As of March 31, 2009, the Company
had  repurchased  166,600  shares  under this plan,  which left  333,400  shares
available for repurchase under the plan.

The  Company's  primary  capital  resource is  shareholders'  equity,  which was
$200,546,000 at March 31, 2009. This amount represents an increase of $2,614,000
from December 31, 2008, the net result of comprehensive income for the period of
$4,300,000,  the effect of stock  option  vesting of  $137,000,  the exercise of
stock  options  for  $828,000  and the tax  benefit  from the  exercise of stock
options of $53,000 that were partially  offset by the repurchase of common stock
with value of $652,000, and dividends paid of $2,052,000. The Company's ratio of
equity to total assets was 9.65%,  9.47%,  and 9.69% as of March 31, 2009, March
31, 2008, and December 31, 2008, respectively.

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

                                  At March 31,         At            Minimum
                               -----------------     December 31,    Regulatory
                               2009       2008        2008         Requirement
                               -------------------------------------------------
     Tier I Capital            11.42%     10.88%      11.17%          4.00%
     Total Capital             12.68%     12.02%      12.42%          8.00%
     Leverage ratio            10.86%     10.77%      11.09%          4.00%

                                       25
Liquidity
The discussion of "Liquidity" under Item 3 of this report is incorporated herein
by reference.

Off-Balance Sheet Items
The Bank has certain  ongoing  commitments  under  operating and capital leases.
These commitments do not significantly impact operating results. As of March 31,
2009 commitments to extend credit and commitments  related to the Bank's deposit
overdraft  privilege  product were the Bank's only  financial  instruments  with
off-balance  sheet  risk.  The  Bank has not  entered  into  any  contracts  for
financial  derivative   instruments  such  as  futures,   swaps,  options,  etc.
Commitments to extend credit were  $641,709,000  and  $643,365,000  at March 31,
2009 and December 31, 2008, respectively, and represent 40.9% of the total loans
outstanding  at March  31,  2009 and 40.4% at  December  31,  2008.  Commitments
related to the Bank's deposit overdraft  privilege  product totaled  $34,599,000
and $35,883,000 at March 31, 2009 and December 31, 2008, respectively.

                                       26
Item 3.  Quantitative and Qualitative Disclosures about Market Risk

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

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

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

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

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

At March 31, 2009,  the results of the  simulations  noted above  indicate  that
given a "flat"  balance  sheet  scenario,  and if deposit  rates  track  general
interest  rate changes by  approximately  50%, the  Company's  balance  sheet is
slightly  liability  sensitive.  "Liability  sensitive"  implies  that  earnings
decrease when interest rates rise,  and increase when interest  rates  decrease.
The  magnitude of all the  simulation  results  noted above is within the Bank's
policy guidelines. The asset liability management policy limits aggregate market
risk, as measured in this fashion,  to an acceptable level within the context of
risk-return trade-offs.

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

At March 31, 2009 and 2008,  the Company  had no material  derivative  financial
instruments.

                                       27
Liquidity
The  Company's  principal  source of asset  liquidity is Federal  funds sold and
marketable  investment securities available for sale. At March 31, 2009, federal
funds sold and investment  securities  available for sale totaled  $279,122,000,
representing  an increase of  $12,561,000  (4.7%) from December 31, 2008, and an
increase of  $6,846,000  (2.5%) from March 31, 2008.  In  addition,  the Company
generates additional liquidity from its operating  activities.  During the first
three months of 2009 and 2008, the Company's  operations generated cash in-flows
of  $11,827,000  and  $10,824,000,  respectively.  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  $19,205,000  during the three  months  ended  March 31,  2009
compared to  $13,007,000  for the three months ended March 31, 2008.  During the
three  months  ended  March  31,  2009,  the  Company  invested  $29,396,000  in
securities and received $19,893,000 of net loan principal  reductions,  compared
to  $50,338,000  and  $1,325,000  invested in securities  and net loan principal
reductions,  respectively,  during the first three months of 2008. These changes
in investment  and loan balances  contributed  to net cash provided by investing
activities of $9,370,000 during the three months ended March 31, 2009,  compared
to net cash used by investing  activities of $37,229,000 during the three months
ended March 31, 2008.  Financing  activities  provided  net cash of  $29,689,000
during the three months ended March 31, 2009,  compared to net cash  provided by
financing  activities  of  $12,320,000  during the three  months ended March 31,
2008. Deposit balance increases  accounted for $57,436,000 of the funds provided
by  financing  during  the three  months  ended  March  31,  2009,  compared  to
$16,748,000 of funds used by decreases in deposits during the three months ended
March 31, 2008.  Net  decreases in  short-term  other  borrowings  accounted for
$25,902,000  and  $12,339,000 of financing uses of funds during the three months
ended  March 31,  2009 and March 31,  2008,  respectively.  Dividends  paid used
$2,052,000  and  $2,052,000 of cash during the three months ended March 31, 2009
and  2008,  respectively.  An  increase  in  Federal  funds  purchased  provided
$46,300,000 of cash during the quarter ended March 31, 2008. Also, the Company's
liquidity is dependent on dividends  received from the Bank.  Dividends from the
Bank are subject to certain regulatory restrictions.

Item 4.  Controls and Procedures
The Chief Executive  Officer,  Richard Smith,  and the Chief Financial  Officer,
Thomas Reddish, evaluated the effectiveness of the Company's disclosure controls
and  procedures  as of  March  31,  2009  ("Evaluation  Date").  Based  on  that
evaluation,  they each concluded  that as of the  Evaluation  Date the Company's
disclosure  controls and procedures are effective to ensure that the information
required to be  disclosed by the Company in this  Quarterly  Report on Form 10-Q
was  recorded,  processed,  summarized  and  reported  within  the time  periods
specified in the SEC's rules and forms for Form 10-Q.

No changes in the Company's  internal control over financial  reporting occurred
during  the  first  quarter  of  2009  that  have  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

                                       28
PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

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

Item 1A - Risk Factors

There have been no material changes to the risk factors previously  disclosed in
Item 1A to Part I of our Annual Report on Form 10-K for the year ended  December
31, 2008.

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

The following table shows information concerning the common stock repurchased by
the Company  during the first quarter of 2009  pursuant to the  Company's  stock
repurchase  plan adopted on August 21,  2007,  which is discussed in more detail
under  "Capital  Resources"  in  this  report  and  is  incorporated  herein  by
reference:
Period        (a) Total number      (b) Average price  (c) Total number of   (d) Maximum number
              of shares purchased   paid per share     shares purchased as   of shares that may yet
                                                       part of publicly      be purchased under the
                                                       announced plans or    plans or programs
                                                       programs
---------------------------------------------------------------------------------------------------
Jan. 1-31, 2009          -               -                     -                  333,400
Feb. 1-28, 2009          -               -                     -                  333,400
Mar. 1-31, 2009          -               -                     -                  333,400
Total                    -               -                     -                  333,400
During the quarter ended March 31, 2009 employees  tendered 26,561 shares of the
Company's  common stock with an average market value of $24.55 per share in lieu
of cash to exercise  options as permitted by the Company's  shareholder-approved
stock  option  plans.  The  tendered  shares were  retired.  The market value of
tendered  shares is the last market trade price at closing on the day the option
is exercised.

                                       29
Item 6 - Exhibits

     3.1*      Restated  Articles  of  Incorporation,  filed as  Exhibit  3.1 to
               TriCo's Form 8-K dated March 10, 2009

     3.2*      Bylaws of TriCo Bancshares,  as amended,  filed as Exhibit 3.2 to
               TriCo's Form 8-K dated March 10, 2009.

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

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

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

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

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

     10.8*     Amended  Employment  Agreement  between  TriCo and Richard  Smith
               dated as of August  23,  2005  filed as  Exhibit  10.8 to TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2005.

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

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

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

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

                                       30
10.14*    2004 TriCo Bancshares  Supplemental Retirement Plan for Directors
               effective  January  1, 2004  filed as  Exhibit  10.13 to  TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

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

     10.16*    2004 TriCo  Bancshares  Supplemental  Executive  Retirement  Plan
               effective  January  1, 2004  filed as  Exhibit  10.15 to  TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

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

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

                                       31
10.19*    Form of  Tri-Counties  Bank  Executive  Long Term Care  Agreement
               effective  June 10, 2003  between Tri  Counties  Bank and each of
               Craig Carney,  Richard  Miller,  Richard  O'Sullivan,  and Thomas
               Reddish,  filed as Exhibit 10.16 to TriCo's  Quarterly  Report on
               Form 10-Q for the quarter ended September 30, 2003.

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

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

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

     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

     31.1      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.

                                       32
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:  May 8, 2009          /s/ Thomas J. Reddish
                            ---------------------
                            Thomas J. Reddish
                            Executive Vice President and Chief Financial Officer
                            (Duly authorized officer and principal financial
                             officer)

                                       33
EXHIBITS

Exhibit 31.1

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

I, Richard P. Smith, certify that;

     1.  I have reviewed this report on Form 10-Q of TriCo Bancshares;
     2.   Based on my  knowledge,  this  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(s) and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules  13a-15(e) and  15d-15(e))  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) for the registrant and we have:
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including its consolidated subsidiary, is made known
               to us by others within those  entities,  particularly  during the
               period in which this report is being prepared;
          b.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;
          c.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and
          d.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  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; and
     5.   The  registrant's  other  certifying  officer(s) 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 (or persons performing the equivalent
          functions):
          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record, process,  summarize and report financial data;
               and
          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Date: May 8, 2009                       /s/Richard P. Smith
                                        -------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer

                                       34
Exhibit 31.2

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

I, Thomas J. Reddish, certify that;

     1.  I have reviewed this report on Form 10-Q of TriCo Bancshares;
     2.   Based on my  knowledge,  this  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(s) and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules  13a-15(e) and  15d-15(e))  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) for the registrant and we have:
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including its consolidated subsidiary, is made known
               to us by others within those  entities,  particularly  during the
               period in which this report is being prepared;
          b.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;
          c.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and
          d.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  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; and
     5.   The  registrant's  other  certifying  officer(s) 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 (or persons performing the equivalent
          functions):
          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record, process,  summarize and report financial data;
               and
          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Date: May 8, 2009     /s/Thomas J. Reddish
                      --------------------
                      Thomas J. Reddish
                      Executive Vice President and Chief Financial Officer

                                       35
Exhibit 32.1

Section 1350 Certification of CEO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ended March 31, 2009 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I,  Richard P. Smith,
President and Chief Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

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

     /s/Richard P. Smith
     -------------------
     Richard P. Smith
     President and Chief Executive Officer

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

Section 1350 Certification of CFO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ended March 31, 2009 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I, Thomas J. Reddish,
Executive Vice President and Chief  Financial  Officer of the Company,  certify,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

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

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

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.

                                       36