SIGNATURES

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

TRICO BANCSHARES
(Registrant)

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

Exhibit 10.14

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

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

Owner:               Tri Counties Bank
Insured:

Effective Date:

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

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

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

TRI COUNTIES BANK                   INSURED




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

BENEFICIARY DESIGNATION FORM
FOR THE JOINT BENEFICIARY DESIGNATION AGREEMENT

Name________________________________ Relationship_________________ / _______% Address:________________________________________________________________________

(Street) (City) (State) (Zip)

Name________________________________ Relationship_________________ / _______% Address:________________________________________________________________________

(Street) (City) (State) (Zip)

Name________________________________ Relationship_________________ / _______% Address:________________________________________________________________________

(Street) (City) (State) (Zip)

Name of the Trust: ____________________________________________________________ Execution Date of the Trust: _____ / _____ / _________ Name of the Trustee: __________________________________________________________ Beneficiary(ies) of the Trust (please indicate the percentage for each beneficiary):

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

II. SECONDARY (CONTINGENT) DESIGNATION

Name________________________________ Relationship_________________ / _______%

Address:________________________________________________________________________

(Street) (City) (State) (Zip)

Name________________________________ Relationship_________________ / _______%

Address:________________________________________________________________________

(Street) (City) (State) (Zip)

Name________________________________ Relationship_________________ / _______%

Address:________________________________________________________________________

(Street) (City) (State) (Zip)

Name of the Trust: ____________________________________________________________ Execution Date of the Trust: _____ / _____ / _________ Name of the Trustee: __________________________________________________________ Beneficiary(ies) of the Trust (please indicate the percentage for each beneficiary):

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

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

Exhibit 10.15

Form of Joint Beneficiary Agreement effective March 31, 2003 between Tri Counties Bank and each of Don Amaral, William Casey, Craig Compton, John Hasbrook, Michael Koehnen, Wendell Lundberg, Donald Murphy, Carroll Taresh, and Alex Vereshagin

JOINT BENEFICIARY AGREEMENT

Insurer:

Policy Number:

Owner: Tri Counties Bank

Insured:

Effective Date

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

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

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

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

TRI COUNTIES BANK                   INSURED



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

BENEFICIARY DESIGNATION FORM
FOR THE JOINT BENEFICIARY DESIGNATION AGREEMENT

Name________________________________ Relationship_________________ / _______%

Address:________________________________________________________________________

(Street) (City) (State) (Zip)

Name________________________________ Relationship_________________ / _______%

Address:________________________________________________________________________

(Street) (City) (State) (Zip)

Name________________________________ Relationship_________________ / _______%

Address:________________________________________________________________________

(Street) (City) (State) (Zip)

Name of the Trust: ____________________________________________________________ Execution Date of the Trust: _____ / _____ / _________ Name of the Trustee: __________________________________________________________ Beneficiary(ies) of the Trust (please indicate the percentage for each beneficiary):

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

II. SECONDARY (CONTINGENT) DESIGNATION

Name________________________________ Relationship_________________ / _______%

Address:________________________________________________________________________

(Street) (City) (State) (Zip)

Name________________________________ Relationship_________________ / _______%

Address:________________________________________________________________________

(Street) (City) (State) (Zip)

Name________________________________ Relationship_________________ / _______%

Address:________________________________________________________________________

(Street) (City) (State) (Zip)

Name of the Trust: ____________________________________________________________ Execution Date of the Trust: _____ / _____ / _________ Name of the Trustee: __________________________________________________________ Beneficiary(ies) of the Trust (please indicate the percentage for each beneficiary):

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

Exhibit 10.16

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

TRI-COUNTIES BANK
EXECUTIVE LONG TERM CARE AGREEMENT

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

WITNESSETH:

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

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

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

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

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

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

I. LONG TERM CARE BENEFIT

The Company hereby agrees:

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

Insurer:

Policy Number:

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

II. REIMBURSEMENT OBLIGATION UPON TERMINATION OF SERVICE

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

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

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

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

III. MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

PARTICIPANT

TRI COUNTIES BANK

Exhibit 10.17

Form of Tri-Counties Bank Director Long Term Care Agreement effective June 10, 2003 between Tri Counties Bank and each of Don Amaral, William Casey, John Hasbrook, Michael Koehnen, Donald Murphy, Carroll Taresh, and Alex Verischagin

TRI-COUNTIES BANK
DIRECTOR LONG TERM CARE AGREEMENT

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

WITNESSETH:

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

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

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

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

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

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

I. LONG TERM CARE BENEFIT

The Company hereby agrees:

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

Insurer:

Policy Number:

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

II. REIMBURSEMENT OBLIGATION UPON TERMINATION OF SERVICE

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

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

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

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

III. MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

PARTICIPANT

TRI COUNTIES BANK

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

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

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

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

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

Exhibit 31.1

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

I, Richard P. Smith, certify that;

1. I have reviewed this quarterly report on Form 10-Q of TriCo Bancshares;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have;
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 12, 2003                /s/ Richard P. Smith
                                        -------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer

Exhibit 31.2

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

I, Thomas J. Reddish, certify that;

1. I have reviewed this quarterly report on Form 10-Q of TriCo Bancshares;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have;
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Exhibit 32.1