SIGNATURES

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

TRICO BANCSHARES
(Registrant)

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

Exhibit 10.2

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

CHANGE OF CONTROL AGREEMENT

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

3. CHANGE OF CONTROL.

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

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

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

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

4. COVENANT TO PROTECT TRADE SECRETS.

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

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

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

5. TERMINATION. This Agreement is terminable as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

Exhibit 10.8

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

AMENDED EMPLOYMENT AGREEMENT

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

WITNESSETH

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

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

1. EMPLOYMENT

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

2. TERM OF AGREEMENT

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

3. COMPENSATION

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

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

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

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

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

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

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

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

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

4. EARLY TERMINATION OF EMPLOYMENT

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

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

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

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

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

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

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

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

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

(b) the voluntary retirement of the Employee; or

(c) the voluntary resignation of the Employee.

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

5. RIGHTS UPON EARLY TERMINATION OF EMPLOYMENT

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

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

6. CHANGE OF CONTROL

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

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

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

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

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

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

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

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

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

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

7. COVENANTS

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

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

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

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

8. ENTIRE AGREEMENT: WAIVERS AND AMENDMENTS

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

9. NOTICE

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

10. SEVERABILITY

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

11. NO RESTRICTIONS

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

12. NO ASSIGNMENT: BINDING EFFECT

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

13. ARBITRATION

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

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

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

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

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

14. HEADINGS

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

15. GOVERNING LAW AND CHOICE OF FORUM

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

EMPLOYEE

ATTEST:

TRICO BANCSHARES

ATTEST:

Exhibit 10.9

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

TRI COUNTIES BANK

EXECUTIVE DEFERRED COMPENSATION PLAN

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

Amended and Restated as of January 1, 2004

Restated as of April 1, 1992

Effective September 1, 1987

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

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

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

                                TABLE OF CONTENTS
                                                                    PAGE

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

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

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

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

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

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

TABLE OF CONTENTS
PAGE

10.11 Notice                                                         16
10.12 Successors                                                     17


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

TRI COUNTIES BANK

EXECUTIVE DEFERRED COMPENSATION PLAN

RESTATED APRIL 1, 1992 AND JANUARY 1, 2004

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

ARTICLE I--PURPOSE

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

ARTICLE II--DEFINITIONS

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

2.1 Actuarial Equivalent

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

2.2 Account

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

2.3 Beneficiary

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

2.4 Board

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

2.5        Change in Control

     A "Change in Control" shall occur:

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

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

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

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

2.6        Committee

     "Committee means the  Compensation  and benefits  Committee of the Board of

Directors of TriCo Bancshares.

2.7 Compensation

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

2.8 Deferral Commitment

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

2.9 Deferral Period

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

2.10      Determination Date

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

2.11      Disability

     "Disability"  means a physical or mental condition which, in the opinion of

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

2.12 Distribution Election

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

2.13 Elective Deferred Compensation

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

2.14 Employer

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

2.15 Financial Hardship

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

2.16 Interest Rate

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

2.17 Participant

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

2.18 Plan Benefit

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

2.19 Qualified Plans

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

3.1         Eligibility and Participation

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

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

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

3.2        Form of Deferral; Minimum Deferral

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

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

3.3       Limitation on Deferral

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

3.4 Modification of Deferral Commitment

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

3.5 Change in Employment Status

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

3.6 Involuntary Termination

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

(a) Gross negligence or gross neglect

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

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

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

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1 Accounts

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

4.2 Elective Deferred Compensation

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

4.3 Employer Discretionary Contributions

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

4.4 Qualified Plan Make-Up Credit

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

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

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

4.5 Interest

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

4.6 Determination of Accounts

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

4.7 Vesting of Accounts

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

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

(b) Employer Discretionary Contributions. Employer Discretionary

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

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

4.8        Disability

     If a  Participant  suffers  a  Disability  during a  Deferral  Period,  the

Employer will contribute all scheduled deferrals to the Participant's Account for the remainder of the Deferral Period.

4.9 Statement of Accounts

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

ARTICLE V--PLAN BENEFITS

5.1 Plan Benefit

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

5.2 Death Benefit

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

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

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

5.3        Hardship Distributions

     Upon a finding that a Participant  has suffered a Financial  Hardship,  the

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

5.4 Accelerated Distribution

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

5.5 Form of Benefit Payment

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

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

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

5.6 Withholding; Payroll Taxes

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

5.7 Commencement of Payments

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

5.8 Payment to Guardian

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

ARTICLE VI--BENEFICIARY DESIGNATION

6.1 Beneficiary Designation

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

6.2 Amendments

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

6.3 No Beneficiary Designation

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

6.4 Effect of Payment

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

ARTICLE VII--ADMINISTRATION

7.1 Committee; Duties

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

7.2 Agents

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

7.3 Binding Effect of Decisions

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

7.4 Indemnity of Committee

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

ARTICLE VIII - CLAIMS PROCEDURE

8.1 Claim

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

8.2 Denial of Claim

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

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

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

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

8.3 Review of Claim

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

8.4 Final Decision

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

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN

9.1 Amendment

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

9.2 Employer's Right to Terminate

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

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

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

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

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

ARTICLE X--MISCELLANEOUS

10.1 Unfunded Plan

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

10.2 Unsecured General Creditor

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

10.3 Trust Fund

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

10.4 Nonassignability

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

10.5 Not a Contract of Employment

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

10.6 Protective Provisions

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

10.7 Terms

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

10.8 Captions

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

10.9 Governing Law

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

10.10 Validity

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

10.11 Notice

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

10.12 Successors

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

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

TRI COUNTIES BANK and TRICO BANCSHARES

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

EXHIBIT 1

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

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

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

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

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

ACKNOWLEDGED AND ACCEPTED:

EXHIBIT 2

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

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

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

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

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

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

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

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


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


Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------

B. Estate as a Primary Designation:

as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Primary Designation:

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

II. SECONDARY (CONTINGENT) DESIGNATION

A. Person(s) as a Secondary (Contingent)Designation:

(Please indicate the percentage for each beneficiary.)

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


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


Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------

B. Estate as a Secondary (Contingent) Designation:

as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Secondary (Contingent) Designation:

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

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

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

Exhibit 10.10

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

AMENDED AND RESTATED
TRI COUNTIES BANK
DEFERRED COMPENSATION PLAN FOR DIRECTORS

Effective April 1, 1992

Amended January 1, 2004

                                TABLE OF CONTENTS




                                                                    PAGE

ARTICLE I--PURPOSE                                                    5

ARTICLE II--DEFINITIONS                                               5

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

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

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT                             9

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

                                TABLE OF CONTENTS



                                                                    PAGE

ARTICLE V--PLAN BENEFITS                                             10

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

ARTICLE VI--BENEFICIARY DESIGNATION                                  12

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

ARTICLE VII--ADMINISTRATION                                          12

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

ARTICLE VIII--CLAIMS PROCEDURE                                       13

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

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN                        14

     9.1 Amendment                                                   14
     9.2 Employer's Right to Terminate                               14

                                TABLE OF CONTENTS




                                                                    PAGE

ARTICLE X--MISCELLANEOUS                                             14

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

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

TRI COUNTIES BANK

DEFERRED COMPENSATION PLAN FOR DIRECTORS

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

ARTICLE I--PURPOSE

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

ARTICLE II--DEFINITIONS

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

2.1 Actuarial Equivalent

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

2.2 Account

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

2.3 Beneficiary

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

2.4 Board

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

2.5 Change in Control

A "Change in Control" shall occur:

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

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

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

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

2.6 Committee

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

2.7 Compensation

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

2.8 Deferral Commitment

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

2.9 Deferral Period

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

2.10 Determination Date

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

2.11 Disability

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

2.12 Distribution Election

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

2.13 Elective Deferred Compensation

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

2.14 Financial Hardship

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

2.15 Interest Rate

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

2.16 Participant

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

2.17 Plan Benefit

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

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1 Eligibility and Participation

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

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

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

3.2 Form of Deferral; Minimum Deferral

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

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

3.3 Limitation on Deferral

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

3.4 Modification of Deferral Commitment

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

3.5 Involuntary Removal

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

(e) Gross negligence or gross neglect

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

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

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

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1 Accounts

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

4.2 Elective Deferred Compensation

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

4.3 Employer Discretionary Contributions

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

4.4 Interest

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

4.5 Determination of Accounts

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

4.6 Vesting of Accounts

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

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

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

4.7 Statement of Accounts

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

ARTICLE V--PLAN BENEFITS

5.1 Plan Benefit

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

5.2 Death Benefit

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

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

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

5.3 Hardship Distributions

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

5.4 Accelerated Distribution

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

5.5 Form of Benefit Payment

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

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

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

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

5.6 Withholding Payroll Taxes

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

5.7 Commencement of Payments

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

5.8 Full Payment of Benefits

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

5.9 Payment to Guardian

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

ARTICLE VI--BENEFICIARY DESIGNATION

6.1 Beneficiary Designation

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

6.2 Amendments

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

6.3 No Beneficiary Designation

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

6.4 Effect of Payment

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

ARTICLE VII--ADMINISTRATION

7.1 Committee; Duties

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

7.2 Agents

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

7.3 Binding Effect of Decisions

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

7.4 Indemnity of Committee

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

ARTICLE VIII--CLA1MS PROCEDURE

8.1 Claim

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

8.2 Denial of Claim

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

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

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

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

8.3        Review of Claim

     Any  person  whose  claim or  request  is denied or who has not  received a

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

8.4 Final Decision

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

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN

9.1 Amendment

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

9.2 Bank's Right to Terminate

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

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

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

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

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

ARTICLE X--MISCELLANEOUS

10.1 Unfunded Plan

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

10.2 Unsecured General Creditor

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

10.3 Trust Fund

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

10.4 Nonassignability

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

10.5 Not a Contract of Employment

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

10.6 Protective Provisions

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

10.7 Terms

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

10.8 Captions

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

10.9 Governing Law

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

10.10 Validity

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

10.11 Notice

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

10.12 Successors

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

TRICO BANCSHARES

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


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


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

Exhibit 1

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

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


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

ACKNOWLEDGED AND ACCEPTED:

Exhibit 2

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

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

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

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

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

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

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

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


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


Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------

B. Estate as a Primary Designation:

as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Primary Designation:

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

II. SECONDARY (CONTINGENT) DESIGNATION

A. Person(s) as a Secondary (Contingent)Designation:

(Please indicate the percentage for each beneficiary.)

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


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


Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------

B. Estate as a Secondary (Contingent) Designation:

as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Secondary (Contingent) Designation:

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

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

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

Exhibit 10.11

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

THE 2004

TRICO BANCSHARES

DEFERRED COMPENSATION PLAN

Effective January 1, 2004

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

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

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

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

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

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

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

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

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

TABLE OF CONTENTS
PAGE

10.11 Notice                                                         17
10.12 Successors                                                     18

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

THE 2004

TRICO BANCSHARES

DEFERRED COMPENSATION PLAN

ARTICLE I--PURPOSE

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

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

2.1        Account

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

2.2      Account Value

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

2.3        Beneficiary

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

2.4        Board

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

2.5        Brokerage Account


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

2.6        Change in Control

     A "Change in Control" shall occur:

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

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

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

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

2.7        Committee

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

2.8 Compensation

"Compensation" means the salary, bonuses or commissions payable to

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

2.9        Deferral Commitment

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

2.10       Deferral Period

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

2.11        Deferrals From Prior Plans

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

2.12        Determination Date

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

2.13        Disability

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

2.14     Distribution Election

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

2.15        Elective Deferred Compensation

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

2.16       Employer

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

2.17       Financial Hardship

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

2.18 Participant

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

2.19 Plan Benefit

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

2.20      Plan Transfer Agreement

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

2.21     Prior Plans

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

2.22     Qualified Plans

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

3.1         Eligibility and Participation

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

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

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

3.2        Form of Deferral; Minimum Deferral

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

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

3.3       Limitation on Deferral

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

3.4        Modification of Deferral Commitment

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

3.5         Change in Employment Status

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

3.6         Transfer From Prior Plans

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

3.7        Involuntary Termination

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

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

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1 Accounts

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

4.2 Elective Deferred Compensation

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

4.3 Qualified Plan Make-Up Credit

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

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

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

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

4.4        Determination of Accounts

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

4.5       Vesting of Accounts

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

4.6        Disability

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

4.7       Statement of Accounts

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

4.8      Bank Discretional Contributions

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

ARTICLE V--PLAN BENEFITS

5.1 Plan Benefit

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

5.2       Death Benefit

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

5.3        Hardship Distributions

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

5.4       Accelerated Distribution

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

5.5      Withholding; Payroll Taxes

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

5.6      Commencement of Payments

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

5.7      Full Payment of Benefits

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

5.8       Payment to Guardian

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

6.1        Beneficiary Designation

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

6.2        Amendments

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

6.3        No Beneficiary Designation

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

6.4        Effect of Payment

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

7.1        Committee; Duties

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

7.2        Agents

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

7.3        Binding Effect of Decisions

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

7.4        Indemnity of Committee

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

ARTICLE VIII - CLAIMS PROCEDURE

8.1 Claim

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

8.2 Denial of Claim

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

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

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

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

8.3         Review of Claim

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

8.4        Final Decision

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

9.1        Amendment

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

9.2       Employer's Right to Terminate

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

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

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

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

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

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

10.1       Unfunded Plan

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

10.2      Unsecured General Creditor

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

10.3      Trust Fund

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

10.4        Nonassignability

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

10.5       Not a Contract of Employment

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

10.6      Protective Provisions

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

10.7       Terms

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

10.8       Captions

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

10.9      Governing Law

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

10.11    Validity

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


10.11      Notice

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

10.12     Successors

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

                                   TRICO BANCSHARES


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


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

Exhibit 1

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

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

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

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

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

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

ACKNOWLEDGED AND ACCEPTED:

Exhibit 2

Distribution Election
The 2004 TriCo Bancshares Deferred Compensation Plan Distribution Election

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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


Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------

B. Estate as a Primary Designation:

as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Primary Designation:

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

II. SECONDARY (CONTINGENT) DESIGNATION

A. Person(s) as a Secondary (Contingent)Designation:

(Please indicate the percentage for each beneficiary.)

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


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


Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------

B. Estate as a Secondary (Contingent) Designation:

as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Secondary (Contingent) Designation:

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

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

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

Exhibit 10.12

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

TRI COUNTIES BANK

SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS

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

                                TABLE OF CONTENTS


ARTICLE I - PURPOSE EFFECTIVE DATE                                    3

ARTICLE II - PARTICIPATION                                            3
    2.1      Eligibility and Participation                            3

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

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

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

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

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

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

TRI COUNTIES BANK

SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS

RESTATED AS OF JANUARY 1, 2001

AMENDED AS OF JANUARY 1, 2004

ARTICLE I--PURPOSE; EFFECTIVE DATE

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

ARTICLE II--PARTICIPATION

2.1 Eligibility and Participation.

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

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

ARTICLE III--BENEFITS

3.1 Benefits.

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

3.2 Amount of Benefit.

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

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

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

3.3 Years of Service.

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

3.4 Change in Control.

A "Change in Control" shall occur:

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

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

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

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

3.5 Withholding Payroll Taxes.

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

3.6 Payment to Guardian.

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

ARTICLE IV--BENEFICIARY DESIGNATION

4.1 Beneficiary Designation.

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

4.2 Amendments; Marital Status.

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

4.3 No Participant Designation.

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

4.4 Effect of Payment.

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

ARTICLE V--ADMINISTRATION

5.1 Board; Duties.

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

5.2 Agents.

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

5.3 Binding Effect of Decisions.

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

5.4 Indemnity of Board.

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

ARTICLE VI--CLAIMS PROCEDURE

6.1 Claim.

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

6.2 Denial of Claim.

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

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

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

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

6.3 Review of Claim.

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

6.4 Final Decision.

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

ARTICLE VII--TERMINATION, SUSPENSION OR AMENDMENT

7.1 Termination, Suspension or Amendment of Plan.

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

ARTICLE VIII--MISCELLANEOUS

8.1 Unfunded Plan.

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

8.2 Unsecured General Creditor.

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

8.3 Trust Fund.

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

8.4 Nonassignability.

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

8.5 Not a Contract of Employment.

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

8.6 Protective Provisions.

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

8.7 Terms.

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

8.8 Captions.

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

8.9 Governing Law.

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

8.10 Validity.

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

8.11 Notice.

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

8.12 Successors.

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

TRICO BANCSHARES

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


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


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

Exhibit 10.13

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

THE 2004 TRICO BANCSHARES

SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS

Effective January 1, 2004

                                TABLE OF CONTENTS

                                                                    PAGE
ARTICLE I-- PURPOSE, EFFECTIVE DATE                                   4

ARTICLE II-- PARTICIPATION                                            4
2.1         Eligibility and Participation                             4

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

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

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

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

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

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

TABLE OF CONTENTS (continued) PAGE

EXHIBIT 1 Participation Agreement 11

EXHIBIT 2 Beneficiary Designation 12

THE 2004 TRICO BANCSHARES

SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS

ARTICLE I--PURPOSE; EFFECTIVE DATE

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

2.1        Eligibility and Participation

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

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

ARTICLE III--BENEFITS

3.1 Benefits

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

3.2 Amount of Benefit

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

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

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

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

     benefits  precede  the  Participant's   fifty-fifth  (55th)  birthday.  The
     percentages stated above shall be prorated for partial months.

3.3        Years of Service

     "Years of Service"  shall mean the number of years the  Director has served

on the Board. If a Change in Control has occurred, Years of Service shall equal the greater of Actual Years of Service or fifteen (15) years.

3.4        Change in Control

     A "Change in Control" shall occur:

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

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

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

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

3.5       Withholding; Payroll Taxes

     The Employer shall withhold from payments made hereunder any taxes required

to be withheld under federal, state or local law.

3.6 Involuntary Removal

If a Participant's service is terminated as a member of the Board of Directors of TriCo Bancshares or an affiliate or subsidiary for any reason identified in (a) (b) (c) or (d) below, the Participant shall forfeit all benefits payable under this Plan.

(a) Gross negligence or gross neglect

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

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

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

ARTICLE IV--ADMINISTRATION

4.1 Board; Duties

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

4.2 Agents

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

4.3 Binding Effect of Decisions

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

4.4 Indemnity of Board

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

ARTICLE V--CLAIMS PROCEDURE

5.1 Claim

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

5.2 Denial of Claim

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

     (a)  The reason for denial,  with specific reference to the Plan provisions
          on which the denial is based.
     (b)  A description of any additional  material or information  required and
          an explanation of why it is necessary.
     (c)  An explanation of the Plan's claims review procedure.

5.3        Review of Claim

     Any  person  whose  claim or  request  is denied or who has not  received a

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

5.4 Final Decision

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

ARTICLE VI- BENEFICIARY DESIGNATION

6.1 Beneficiary Designation

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

6.2 Amendments: Marital Status

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

6.3 No Participant Designation

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

6.4 Effect of Payment

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

ARTICLE VII--TERMINATION, SUSPENSION OR AMENDMENT

7.1 Termination, Suspension or Amendment of Plan

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

ARTICLE VIII--MISCELLANEOUS

8.1 Unfunded Plan

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

8.2 Unsecured General Creditor

Participants shall have no legal or equitable rights, interest or claims in any property or assets of the Employer, nor shall they be beneficiaries of, or have any rights, claims or interests in any life insurance policies, annuity contracts or the proceeds therefrom owned or which may be acquired by the Employer except as provided for under the terms of separate Joint Beneficiary Agreements. Except as may be provided in Section 7.3. such policies, annuity contracts or other assets of the Employer shall not be held under any trust for the benefit of Participants, or held in any way as collateral security for the fulfilling of the obligations of the Employer under this Plan. Any and all of the Employer's assets and policies shall be, and remain, the general, unpledged, unrestricted assets of the Employer. The Employer's obligation under the Plan shall be that of an unfunded and unsecured promise to pay money in the future.

8.3 Trust Fund

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

8.4 Nonassignability

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

8.5 Not a Contract of Employment

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

8.6 Protective Provisions

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

8.7 Terms

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

8.8 Captions

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

8.9 Governing Law

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

8.10 Validity

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

8.11 Notice

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

8.12 Successors

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

TRICO BANCSHARES

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


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


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

Exhibit 1

Participation Agreement
The 2004 TriCo Bancshares Supplemental Retirement Plan for Directors

The above named Participant is authorized to receive benefits pursuant to the 2004 TriCo Bancshares Supplemental Retirement Plan for Directors. Benefit accrual shall commence as of the Eligibility Date listed above.

Waiver and Release of Claims
In granting this benefit to the Participant, TriCo Bancshares and the Participant acknowledge that any benefits earned in the 1987 Plan are frozen at the level accrued as of December 31, 2003. The parties mutually agree that these benefits will be provided by the 2004 TriCo Bancshares Supplemental Retirement Plan for Directors which replaces any benefits the Participant may have been eligible to receive pursuant to the Tri Counties Bank Supplemental Retirement Plan for Directors September 1, 1987 and restated as of January 1, 2001. The parties mutually agree that any obligations due the Participant under the terms of the 1987 Plan are fully satisfied by the benefits provided by the TriCo Bancshares 2004 Supplemental Executive Retirement Plan.

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


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


Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------

B. Estate as a Primary Designation:

as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Primary Designation:

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

II. SECONDARY (CONTINGENT) DESIGNATION

A. Person(s) as a Secondary (Contingent)Designation:

(Please indicate the percentage for each beneficiary.)

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


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


Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------

B. Estate as a Secondary (Contingent) Designation:

as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Secondary (Contingent) Designation:

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

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

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

Exhibit 10.14

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

TRI COUNTIES BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective September 1, 1987

Amended and restated January 1, 2004

                                TABLE OF CONTENTS

ARTICLE I         PURPOSE; EFFECTIVE DATE                             4

ARTICLE II        DEFINITIONS                                         4
    2.1      Actuarial Equivalent                                     4
    2.2      Beneficiary                                              4
    2.3      Board                                                    4
    2.4      Change in Control                                        4
    2.5      Committee                                                4
    2.6      Compensation                                             4
    2.7      Disability                                               5
    2.8      Early Retirement Date                                    5
    2.9      Employer                                                 5
    2.10     Final Average Compensation                               5
    2.11     Normal Retirement Date                                   5
    2.12     Participant                                              5
    2.13     Participant Agreement                                    5
    2.14     Retirement                                               5
    2.15     Supplemental Retirement Benefit                          5
    2.16     Target Retirement Percentage                             5
    2.17     Years of Credited Service                                5

ARTICLE III       PARTICIPATION AND VESTING                           5
    3.1      Eligibility and Participation                            5
    3.2      Change in Employment Status                              6
    3.3      Vesting                                                  6
    3.4      Suicide; Misrepresentation                               6
    3.5      Discharge for Cause                                      6

ARTICLE IV        SURVIVOR BENEFITS                                   6
    4.1      Pre-Determination Survivor Benefit                       6
    4.2      Post-Termination Survivor Benefit                        6

ARTICLE V         SUPPLEMENTAL RETIREMENT BENEFITS                    7
    5.1      Normal Retirement Benefit                                7
    5.2      Early Retirement Benefit                                 7
    5.3      Early Termination Benefits                               8
    5.4      Reduction for Early Commencement of Benefits             8
    5.5      Form of Benefit Payment                                  8
    5.6      Commencement of Benefit Payments                         8
    5.7      Withholding; Payroll Taxes                               8
    5.8      Payment to Guardian                                      8

ARTICLE VI        BENEFICIARY DESIGNATION                             8
    6.1      Beneficiary Designation                                  8
    6.2      Amendments; Marital Status                               9
    6.3      No Participant Designation                               9
    6.4      Effect of Payment                                        9

ARTICLE VII       ADMINISTRATION                                      9
    7.1      Committee; Duties                                        9
    7.2      Agents                                                   9
    7.3      Binding Effect of Decisions                              9
    7.4      Indemnity of Committee                                   9

    8.1      Claim                                                    9
    8.2      Denial of Claim                                          9
    8.3      Review of Claim                                         10
    8.4      Final Decision                                          10

ARTICLE IX        TERMINATION, SUSPENSION OR AMENDMENT               10
    9.1      Termination, Suspension or Amendment of Plan            10

ARTICLE X         MISCELLANEOUS                                      10
   10.1       Unfunded Plan                                          10
   10.2       Unsecured General Creditor                             10
   10.3       Trust Fund                                             10
   10.4       Nonassignability                                       10
   10.5       Not a Contract of Employment                           11
   10.6       Protective Provisions                                  11
   10.7       Terms                                                  11
   10.8       Captions                                               11
   10.9       Governing Law                                          11
   10.10      Validity                                               11
   10.11      Notice                                                 11
   10.12      Successors                                             11

TRI COUNTIES BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE I: PURPOSE; EFFECTIVE DATE

The purpose of this Supplemental Executive Retirement Plan (the "Plan") is to provide supplemental retirement benefits for certain key employees of TriCo Bancshares, Tri Counties Bank, and subsidiaries or affiliates thereof. It is intended that the Plan will aid in retaining and attracting individuals of exceptional ability by providing them with these benefits. This Plan shall be effective as of September 1, 1987.

ARTICLE II: DEFINITIONS

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

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

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

2.3 Board. "Board" means the Board of Directors of TriCo Bancshares.

2.4 Change in Control. A "Change of Control" shall occur:

(a) upon TriCo Bancshares' knowledge that any person (as such term is used in Sections 13(d) and l4(d)(2) of the Securities Exchange Act of 1934, as amended) is or becomes "the beneficial owner" (as defined in Rule l3d-3 of the Exchange Act), directly or indirectly, of TriCo Bancshares shares representing 40% or more of the combined voting power of the then outstanding securities; or

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

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

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

2.5 Committee. "Committee" means the Administrative Committee appointed by the Chairman of the Board to administer the Plan pursuant to Article VII.

2.6 Compensation. "Compensation" means the base salary and bonuses paid to a Participant and considered to be "wages" for purposes of federal income tax withholding. Compensation shall be calculated before reduction for any amounts deferred pursuant to any deferral arrangement by which the Participant can defer the current receipt of income. Compensation does not include expense reimbursements, or any form of non-cash compensation or benefits.

2.7 Disability. "Disability" means a physical or mental condition which, in the opinion of the Committee, prevents an employee from satisfactorily performing his usual duties for the Employer. The Committee's decision as to Disability will be based upon medical reports and/or other evidence satisfactory to the Committee.

2.8 Early Retirement Date. "Early Retirement Date" means the date on which a Participant terminates employment with the Employer, if such termination date occurs on or after such Participant's attainment of age 55 and completion of 10 Years of Credited Service, but prior to his Normal Retirement Date.

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

2.10 Final Average Compensation. "Final Average Compensation" means the Participant's Compensation during the 36 full consecutive calendar months out of the last 60 calendar months of employment with the Employer during which the Participant's Compensation is the highest, divided by 36.

2.11 Normal Retirement Date. "Normal Retirement Date" means the date on which the Participant terminates employment with the Employer if such termination date occurs on or after the Participant's attainment of age 65. "Normal Retirement Date" shall also mean the date on which the Participant terminates employment with the Employer for any reason, without regard to age or service, within 24 months following a Change of Control.

2.12 Participant. "Participant" means any individual who is participating in or has participated in this Plan, and who has not yet received his full benefit hereunder, as provided in Article III.

2.13 Participation Agreement. "Participation Agreement" means the agreement filed by a Participant and approved by the Board pursuant to Article III.

2.14 Retirement. "Retirement" means a Participant's termination from employment with the Employer at the Participant's Early Retirement Date or Normal Retirement Date, as applicable.

2.15 Supplemental Retirement Benefit. "Supplemental Retirement Benefit" means the benefit determined under Article V of this Plan.

2.16 Target Retirement Percentage. "Target Retirement Percentage" shall equal 70% multiplied by a fraction, the numerator of which is the Participant's Years of Credited Service, not to exceed 20, and the denominator of which is 20.

2.17 Years of Credited Service. . "Years of Credited Service" means the number of years of credited vesting service as of December 31, 2003 determined in accordance with the provisions of the TriCo Bancshares Employee Stock Ownership Plan, or any successor thereto, whether or not the Participant is a participant in such plan.

ARTICLES III: PARTICIPATION AND VESTING

3.1 Eligibility and Participation.

(a) Eligibility. Eligibility to participate in the Plan is limited to those key employees of the Employer that are designated, from time to time, by the Board.

(b) Participation. An employee's participation in the Plan shall be effective upon notification of such person by the Committee of eligibility to participate, completion of a Participation Agreement by such person, and acceptance of the Participation Agreement by the Committee. Except as modified by paragraph 3.2 below, participation in the Plan shall continue until such time as the Participant terminates employment with the Employer and as long thereafter as the Participant is eligible to receive benefits under this Plan.

3.2 Change in Employment Status. If the Board determines that a Participant's employment performance is no longer at a level which deserves reward through participation in this Plan, but does not terminate the Participant's employment with the Employer, participation herein and eligibility to receive benefits hereunder shall be limited to the Participant's vested interest in such benefits as of the date designated by the Board. In such an event, the benefits payable to the Participant shall be based solely on the Participant's Years of Credited Service and Compensation as of the date designated by the Board.

3.3 Vesting. A Participant whose employment with the Employer terminates because of Disability, Normal Retirement, Death or within 24 months after a Change in Control shall be 100% vested in the Participant's Supplemental Retirement Benefit. On any other termination (including a termination of participation in accordance with Section 3.2), vesting shall be at a rate equal to 10% for each completed Year of Credited Service up to a maximum of 100%, but in no event shall service past December 31, 2003 be considered.

3.4 Suicide; Misrepresentation. Notwithstanding the provisions of Section 3.3 and Article IV and V, no benefit shall be paid to a Beneficiary if the Participant's death occurs as a result of suicide during the 24 successive calendar months beginning with the calendar month following the commencement of an individual's participation in this Plan. Similarly, no benefit shall be paid if death occurs within the 24 successive calendar months following commencement of an individual's participation in the Plan if the Participant has made a material misrepresentation in any form or document provided by the Participant to or for the benefit of the Employer.

3.5 Discharge for Cause. Notwithstanding the provisions of Section 3.3 and Articles IV and V, no benefit shall be paid hereunder if a Participant's employment has been terminated for "cause." A termination for cause is a termination by reason of the Board's good faith determination that the Participant (i)acted dishonestly or engaged in willful misconduct in the performance of his duties for the Employer, (ii) breached a fiduciary duty to the Employer for personal profit to himself, (iii) intentionally failed to perform reasonably assigned duties, or (iv) willfully violated any law, rule or regulation (other than traffic violations or similar offenses) or any final cease and desist order. Notwithstanding the foregoing, in no event will the Participant be subject to termination for cause pursuant to clause (ii) or (iii) above until the Board shall have given written notice to the Participant specifically setting forth the claimed cause, and Participant shall have failed to cure, correct, or prevent the alleged default from continuing within 30 days after receipt of such written notice.

ARTICLE IV: SURVIVOR BENEFITS

4.1 Pre-Determination Survivor Benefit. Subject to Section 3.4, if a Participant dies while employed by the Employer, the Employer shall pay a survivor benefit to the Participant's Beneficiary as follows:

(a) Amount. The amount of the pre-termination survivor benefit shall be equal to the greater of the accrued Supplemental Retirement Benefit or 36 times the Participant's Final Average Compensation.

(b) Payment. The pre-termination survivor benefit shall be paid to the Beneficiary in the form of 10 equal annual installments, without interest, with the first installment paid as soon as practicable after death and the remaining installments paid on the anniversary of the date of death.

4.2 Post-Termination Survivor Benefit.

(a) Death Prior to Commencement of Benefits. Subject to Section 3.4, if a Participant dies following his termination of employment with the Employer and prior to the commencement of benefits hereunder, the Employer shall pay a survivor benefit to the Participant's Beneficiary as follows:

(i) Amount. The amount of the post-termination survivor benefit shall be equal to the Actuarial Equivalent value of the Participant's Supplemental Retirement Benefit determined under Article V, calculated as of the date benefits were to have commenced had the Participant survived.

(ii) Payment. The post-termination survivor benefit shall be paid to the Beneficiary in the form of 10 equal annual installments, without interest, with the first installment paid as soon as practicable after death and the remaining installments paid on the anniversary of the date of death.

(b) Death After Commencement of Benefits. If a Participant dies following his termination of employment with the Employer and after payments have commenced in accordance with the form of benefit determined under Section 5.4, a survivor benefit will be paid if, and to the extent, provided for under such form of benefit.

ARTICLE V: SUPPLEMENTAL RETIREMENT BENEFITS

5.1 Normal Retirement Benefit. Commencing on the first day of the month following a Participant's Normal Retirement Date, the Employer shall pay to the Participant a monthly Supplemental Retirement Benefit equal to the Target Retirement Percentage multiplied by the Participant's Final Average Compensation, less the amount in either (a) or (b).

(a) In the event payments commence on or after the Participant's age 65, the offsets shall be the sum of:

(i) 100% of the Participant's monthly primary Social Security benefit determined at age 65; and

(ii) The Participant's benefit in the form of a monthly single life annuity under the TriCo Bancshares Employee Stock Ownership Plan, or any successor plan thereto.

(iii)The Participant's benefit in the form of a monthly single life annuity under the Profit Sharing Plan of the Tri Counties Bank, or any successor plan thereto.

(iv) The monthly benefit payable to the Participant as a single life annuity at age 65 under the Tri Counties Bank frozen tax-qualified defined benefit plan.

(b) In the event payments commence prior to the Participant's age 65, the offsets shall be the sum of:

(i) 100% of the Participant's monthly primary Social Security benefit payable at age 65 under the Social Security Act in effect at the time benefits commence, assuming level earnings to age 65; and

(ii) The Participant's benefit in the form of a monthly single life annuity commencing at age 65 under the TriCo Bancshares Employee Stock Option Plan, or any successor plan thereto, assuming no interest is earned by the Participant's account from the date of termination of employment with Employer until age 65.

(iii)The Participant's benefit in the form of monthly single life annuity under the Profit Sharing Plan of the Tri Counties Bank, or any successor plan thereto, assuming no interest is earned by the Participant's account from the date of termination of employment with Employer until age 65.

(iv) The monthly benefit payable to the Participant as a single life annuity at age 65 under the Tri Counties Bank frozen tax-qualified defined benefit plan.

5.2 Early Retirement Benefit. If a Participant retires at an Early Retirement Date, the Employer shall pay to the Participant a monthly Supplemental Retirement Benefit as determined under Sections 5.1(b) and 5.4. Payment shall commence on the first day of the second month following the Participant's Normal Retirement Date. The Participant may, however, request the commencement of benefits before the Normal Retirement Date and the Committee may, in its sole discretion, grant or deny such request. If the Participant's benefits commence before the Normal Retirement Date, the amount of the payments shall be adjusted pursuant to Section 5.4 below.

5.3 Early Termination Benefits.

(a) If a vested Participant terminates employment with the Employer prior to Retirement or death, the Employer shall pay to the Participant, commencing on the first day of the month following the date on which the Participant attains age 65, the Supplemental Retirement Benefit as determined under Section 5.1.

(b) At the Participant's request, the Committee may, in its sole discretion, commence payment of the benefit under this Section 5.3 on or after the first day of any month after the Participant attains age 55 and before he attains age 65. In that event, the monthly Supplemental Retirement Benefit as determined under Sections 5.1 and 5.4.

5.4 Reduction for Early Commencement of Benefits. If a Participant receives a Supplemental Retirement Benefit under this Plan before the Participant's Normal Retirement Date, the monthly Supplemental Retirement Benefit as determined under Section 5.1 shall be reduced by .5% per month for each year by which the benefit commencement date precedes the Participant's age 65. In no event shall the commencement of benefits precede the Participant's age 55. The percentages stated above shall be prorated for partial months.

5.5 Form of Benefit Payment. The Supplemental Retirement Benefit shall be paid in the basic form provided below, unless, at the Participant's request, the Committee, in its sole discretion, selects an alternative form. Any form requested by the Participant shall be considered by the Committee, but shall not be binding. Any alternative form shall be the Actuarial Equivalent of the basic form of benefit payments. The basic and alternative forms of payment are as follows:

(a) Basic Form of Benefit Payments. Monthly single life annuity with a 10 year certain for the Participant's life.

(b) Alternative Forms of Benefit Payment.

(i) joint and survivor annuity with payment continued to the survivor in the same amount as the amount paid to the Participant.

(ii) A joint and survivor annuity with payment continued to the survivor and one-half of the amount paid to the Participant.

(iii)Any other Actuarial Equivalent method as approved by the Board.

5.6 Commencement of Benefit Payments. Notwithstanding any other provision of this Plan to the contrary, no benefits shall be paid under this Article V until 30 days after an appropriate application therefor has been made.

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

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

ARTICLE VI: BENEFICIARY DESIGNATION

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

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

6.3 No Participant Designation. In the absence of an effective Beneficiary designation, or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be the Participant's estate.

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

ARTICLE VII: ADMINISTRATION

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

7.2 Agents. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Employer.

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

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

ARTICLE VIII: CLAIMS PROCEDURE

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

8.2 Denial of Claim. If the claim or request is denied, the written notice of denial should state:

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

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

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

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

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

ARTICLE IX: TERMINATION, SUSPENSION OR AMENDMENT

9.1 Termination, Suspension or Amendment of Plan. The Board may, in its sole discretion, terminate or suspend this Plan at any time or from time to time, in whole or in part. The Board may amend this Plan at any time or from time to time. Any amendment may provide different benefits or amounts of benefits from those herein set forth. However, no such termination, suspension or amendment shall adversely affect the benefits of Participants which have accrued prior to such action, the benefits of any Participant who has previously retired, or the benefits of any Beneficiary of a Participant who has previously died. Furthermore, no termination, suspension or amendment shall alter the applicability of the vesting schedule in Section 33 with respect to a Participant's accrued benefit at the time of such termination, suspension or amendment.

ARTICLE X: MISCELLANEOUS

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

10.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, interest or claims in any property or assets of the Employer, nor shall they be Beneficiaries of, or have any rights, claims or interests in any life insurance policies, annuity contracts, or the proceeds therefrom owned or which may be acquired by the Employer. Except as may be provided in Section 10.3, such policies, annuity contracts or other assets of the Employer shall not be held under any trust for the benefit of Participants, their Beneficiaries, heirs, successors or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Employer under this Plan. Any and all of the Employer's assets and policies shall be, and remain, the general, unpledged, unrestricted assets of the Employer. The Employer's obligation under the Plan shall be that of an unfunded and unsecured promise to pay money in the future.

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

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

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

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

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

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

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

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

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

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

TRICO BANCSHARES

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


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


Dated: August 3, 2004

Exhibit 10.15

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

THE 2004

TRICO BANCSHARES

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective January 1, 2004

                                TABLE OF CONTENTS
                                                                      Page

ARTICLE I             PURPOSE; EFFECTIVE DATE                           4
ARTICLE II            DEFINITIONS                                       4
                    2.1           Actuarial Equivalent                  4
                    2.2           Board                                 4
                    2.3           Change in Control                     4
                    2.4           Committee                             5
                    2.5           Compensation                          5
                    2.6           Disability                            5
                    2.7           Early Retirement Date                 5
                    2.8           Employer                              5
                    2.9           Final Average Compensation            5
                    2.10          Normal Retirement Date                5
                    2.11          Participant                           5
                    2.12          Participation Agreement               5
                    2.13          Retirement                            5
                    2.14          Supplemental Retirement Benefit       6
                    2.15          Target Retirement Percentage          6
                    2.16          Years of Credited Service             6
                    2.17          Applicable Percentage                 6
ARTICLE III           PARTICIPATION AND VESTING                         7
                    3.1           Eligibility and Participation         7
                    3.2           Change in Employment Status           7
                    3.3           Eligibility for Benefits              7
                    3.4           Involuntary Termination               8

ARTICLE IV            SUPPLEMENTAL RETIREMENT BENEFITS                  9
                    4.1           Normal Retirement Benefit             9
                    4.2           Early Retirement Benefit              9
                    4.3           Early Termination Benefits            9
                    4.4           Reduction for Early Commencement
                                  of Benefits                          10
                    4.5           Form of Benefit Payment              10
                    4.6           Commencement of Benefit Payments     10
                    4.7           Withholding; Payroll Taxes           10
                    4.8           Payment to Guardian                  10

ARTICLE V          ADMINISTRATION                                      11
                   5.1            Committee; Duties                    11
                   5.2            Agents                               11
                   5.3            Binding Effect of Decisions          11
                   5.4            Indemnity of Committee               11

                                TABLE OF CONTENTS

                                   (Continued)
                                                                      Page
ARTICLE VI         BENEFICIARY DESIGNATION                             11
                   6.1            Beneficiary Designation              11
                   6.2            Amendments: Marital Status           11
                   6.3            No Participant Designation           11
                   6.4            Effect of Payment                    11

ARTICLE VII        CLAIMS PROCEDURE                                    12
                   7.1            Claim                                12
                   7.2            Denial of Claim                      12
                   7.3            Review of Claim                      12
                   7.4            Final Decision                       12

ARTICLE VIII       TERMINATION, SUSPENSION OR AMENDMENT                12

ARTICLE IX         MISCELLANEOUS  13
                   9.1            Unfunded Plan                        13
                   9.2            Unsecured General Creditor           13
                   9.3            Trust Fund                           13
                   9.4            Nonassignability                     13
                   9.5            Not a Contract of Employment         13
                   9.6            Protective Provisions                13
                   9.7            Terms                                14
                   9.8            Captions                             14
                   9.9            Governing Law                        14
                   9.10           Validity                             14
                   9.11           Notice                               14
                   9.12           Successors                           14

EXHIBIT 1:  Participation Agreement                                    15

EXHIBIT 2:  Beneficiary Agreement                                      16

THE 2004

TRICO BANCSHARES

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE I

PURPOSE; EFFECTIVE DATE

The purpose of this Supplemental Executive Retirement Plan (the "Plan") is to provide supplemental retirement benefits for certain key employees of TriCo Bancshares, Tri Counties Bank, and subsidiaries or affiliates thereof (the "Employer") who are employed by the Employer on, or after January 1, 2004. It is intended that the Plan will aid in retaining and attracting individuals of exceptional ability by providing them with these benefits. This Plan shall be effective as of January 1, 2004.

ARTICLE II

DEFINITIONS

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

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

2.2 Board "Board" means the Board of Directors of TriCo Bancshares.

2.3 Change in Control. A "Change of Control" shall occur:

(a) upon TriCo Bancshares' knowledge that any person (as such term is used in Sections 13(d) and l4(d)(2) of the Securities Exchange Act of 1934, as amended) is or becomes "the beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of TriCo Bancshares shares representing 40% or more of the combined voting power of the then outstanding securities; or

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

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

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

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

2.5 Compensation. "Compensation" means the base salary and bonuses paid to a Participant and considered to be "wages" for purposes of federal income tax withholding. Compensation shall be calculated before reduction for any amounts deferred pursuant to any deferral arrangement by which the Participant can defer the current receipt of income. Compensation does not include expense reimbursements, or any form of non-cash compensation or benefits.

2.6 Disability. "Disability" means a physical or mental condition which, in the opinion of the Committee, prevents an employee from satisfactorily performing his usual duties for the Employer. The Committee's decision as to Disability will be based upon medical reports and/or other evidence satisfactory to the Committee.

2.7 Early Retirement Date. "Early Retirement Date" means the date on which a Participant terminates employment with the Employer, if such termination date occurs on or after such Participant's attainment of age 55 and completion of fifteen (15) Years of Credited Service, but prior to his Normal Retirement Date.

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

2.9 Final Average Compensation. "Final Average Compensation" means the Participant's Compensation during the 36 full consecutive calendar months out of the last 60 calendar months of employment with the Employer during which the Participant's Compensation is the highest, divided by 36.

2.10 Normal Retirement Date. "Normal Retirement Date" shall mean the date on which the Participant terminates employment with the Employer if such termination date occurs on or after the Participant's attainment of age 62. "Normal Retirement Date" shall also mean the date on which the Participant terminates employment pursuant to Article 3.3 (e) following a Change in Control.

2.11 Participant. "Participant" means any individual who is participating in or has participated in this Plan, and who has not yet received his full benefit hereunder, as provided in Article III.

2.12 Participant Agreement. "Participation Agreement" means the agreement filed by a Participant and approved by the Board pursuant to Article III.

2.13 Retirement. "Retirement" means a Participant's termination from employment with the Employer at the Participant's Early Retirement Date or Normal Retirement Date, as applicable.

2.14 Supplemental Retirement Benefit. "Supplemental Retirement Benefit" means the benefit determined under Article IV of this Plan.

2.15 Target Retirement Percentage. "Target Retirement Percentage" shall equal 70% multiplied by the percentage presented in the table below:

Full Years of Credited Service 1:              7%
Full Years of Credited Service 2:             13%
Full Years of Credited Service 3:             20%
Full Years of Credited Service 4:             27%
Full Years of Credited Service 5:             33%
Full Years of Credited Service 6:             40%
Full Years of Credited Service 7:             47%
Full Years of Credited Service 8:             53%
Full Years of Credited Service 9:             60%
Full Years of Credited Service 10:            67%
Full Years of Credited Service 11:            73%
Full Years of Credited Service 12:            80%
Full Years of Credited Service 13:            87%
Full Years of Credited Service 14:            93%
Full Years of Credited Service 15:           100%

2.16 Years of Credited Service. "Years of Credited Service" means the number of years of credited vesting service determined in accordance with the provisions of the TriCo Bancshares Employee Stock Ownership Plan, or any successor thereto, whether or not the Participant is a participant in such plan, or designated at the discretion of the Committee.

2.17 Applicable Percentage. The term "Applicable Percentage" shall mean that percentage of the Supplemental Retirement Benefits that the Participant is entitled to receive based on the circumstances surrounding the termination of Employment. The Applicable Percentage of Supplemental Retirement Benefits shall accrue on the following basis:

Full Years of Credited Service 1:              0%
Full Years of Credited Service 2:              0%
Full Years of Credited Service 3:              0%
Full Years of Credited Service 4:              0%
Full Years of Credited Service 5:             33%
Full Years of Credited Service 6:             40%
Full Years of Credited Service 7:             47%
Full Years of Credited Service 8:             53%
Full Years of Credited Service 9:             60%
Full Years of Credited Service 10:            67%
Full Years of Credited Service 11:            73%
Full Years of Credited Service 12:            80%
Full Years of Credited Service 13:            87%
Full Years of Credited Service 14:            93%
Full Years of Credited Service 15:           100%

ARTICLE III

PARTICIPATION AND VESTING

3.1 Eligibility and Participation.

(a) Eligibility. Eligibility to participate in the Plan is limited to those key employees of the Employer that are designated, from time to time, by the Board.

(b) Participation. An employee's participation in the Plan shall be effective upon notification of such person by the Committee of eligibility to participate, completion of a Participation Agreement by such person, and acceptance of the Participation Agreement by the Committee. Except as modified by paragraph 3.2 below, participation in the Plan shall continue until such time as the Participant terminates employment with the Employer and as long thereafter as the Participant is eligible to receive benefits under this Plan.

3.2 Change in Employment Status. If the Board determines that a Participant's employment performance is no longer at a level which deserves reward through participation in this Plan, but does not terminate the Participant's employment with the Employer, participation herein and eligibility to receive benefits hereunder shall be limited to the Participant's vested interest in such benefits as of the date designated by the Board. In such an event, the benefits payable to the Participant shall be based solely on the Participant's Years of Credited Service and Compensation as of the date designated by the Board.

3.3 Eligibility for Benefits.

(a) Retirement on Normal Retirement Date: The Applicable Percentage for a Participant whose employment with the Employer terminates on or after the Normal Retirement Date shall be 100%.

(b) Retirement on or after Early Retirement Date but before Normal Retirement Date: The Participant may elect to retire on a date that constitutes an Early Retirement Date provided the Applicable Percentage is 67% or greater as of the effective date of Retirement.

(c) Termination Without Cause. If the Participant's employment is terminated by the Employer without cause, the Participant shall be eligible to receive benefits pursuant to the Target Retirement Percentage accrued as of the effective date of Termination.

(d) Voluntary Termination. If the Employee's employment is terminated by voluntary resignation other than for Early Retirement, the Employee shall be entitled to be paid the following benefits:

(i) If the Applicable Percentage is one hundred percent (100%) as of the date of termination, the Participant shall be entitled to be paid the Target Retirement Percentage of the Supplemental Retirement Benefits.

(ii) If the Applicable Percentage is less than one hundred percent (100%) as of the date of termination, the Participant shall forfeit any and all rights and benefits the Participant may have under the terms of this Agreement and shall have no right to be paid any of the amounts which would otherwise be due or paid to the Participant by the Employer pursuant to the terms of this Agreement.

(e) Termination Following a Change in Control: In the event a Participant is terminated pursuant to a Change in Control, the Applicable Percentage shall be 100%. A termination shall be deemed to be in connection with a Change in Control if, within two (2) years following the occurrence of a Change in Control: The Participant's employment with the Employer is terminated by either the Employee or the Employer other than because of a Termination for Cause.

(f) Termination Following the Determination of Disability: The Applicable Percentage for a Participant whose employment with the Employer terminates because of Disability shall be 100%.

3.4 Involuntary Termination .

If a Participant is terminated for any reason identified in (a) (b) (c) or (d) below, the Participant shall forfeit all benefits payable under this Plan.

(a) Gross negligence or gross neglect

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

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

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

ARTICLE IV

SUPPLEMENTAL RETIREMENT BENEFITS

4.1 Normal Retirement Benefit. Commencing on the first day of the month following a Participant's Normal Retirement Date, the Employer shall pay to the Participant a monthly Supplemental Retirement Benefit equal to the Target Retirement Percentage multiplied by the Participant's Final Average Compensation, less the amount in either (a) or (b).

(a) In the event payments commence on or after the Participant's age 62, the offsets shall be the sum of:

(i) l00% of the Participant's monthly primary Social Security benefit determined as if the Participant were age 62; and

(ii) The Participant's benefit in the form of a monthly single life annuity under the TriCo Bancshares Employee Stock Ownership Plan, or any successor plan thereto.

(b) In the event payments commence prior to the Participant's age 62, the offsets shall be the sum of:

(i) 100% of the Participant's monthly primary Social Security benefit payable as if the Participant were age 62 under the Social Security Act in effect at the time benefits commence, assuming level earnings to age 62; and

(ii) The Participant's benefit in the form of a monthly single life annuity commencing at age 62 under the TriCo Bancshares Employee Stock Ownership Plan, or any successor plan thereto, assuming no interest is earned by the Participant's account from the date of termination of employment with Employer until age 62.

4.2 Early Retirement Benefit. If a Participant retires at an Early Retirement Date, the Employer shall pay to the Participant a monthly Supplemental Retirement Benefit as determined under Sections 4.1(b) and 4.4.

4.3 Early Termination Benefits.

(a) If a Participant terminates employment with the Employer prior to Retirement, the Employer shall pay to the Participant, commencing on the first day of the month following the date on which the Participant attains age 62, the Supplemental Retirement Benefit will be paid as determined under Section 4.1.

(b) At the Participant's request, the Committee may, in its sole discretion, commence payment of the benefit under this Section 4.3 on or after the first day of any month after the Participant attains age 55 and before he attains age 62. In that event, the monthly Supplemental Retirement Benefit will be paid as determined under Sections 4.1 and 4.4.

4.4 Reduction for Early Commencement of Benefits. If a Participant receives a Supplemental Retirement Benefit under this Plan before the Participant's Normal Retirement Date, the monthly Supplemental Retirement Benefit as determined under Section 4.1 shall be reduced by .5% per month for each month by which the benefit commencement date precedes the Participant's age 62; In no event shall the commencement of benefits precede the Participant's 55th birthday. The percentages stated above shall be prorated for partial months.

4.5 Form of Benefit Payment. The Supplemental Retirement Benefit shall be paid in the basic form provided below, unless, at the Participant's request, the Committee, in its sole discretion, selects an alternative form. Any form requested by the Participant shall be considered by the Committee, but shall not be binding. Any alternative form shall be the Actuarial Equivalent of the basic form of benefit payments. The basic and alternative forms of payment are as follows:

(a) Basic Form of Benefit Payments. Monthly single life annuity for the Participant's life.

(b) Alternative Forms of Benefit Payment.

(i) joint and survivor annuity with an Actuarial Equivalent Value equal to the Basic Benefit with payment continued to the survivor in the same amount as the amount paid to the Participant.

(ii) A joint and survivor annuity with an Actuarial Equivalent Value equal to the Basic Benefit with payment continued to the survivor and one-half of the amount paid to the Participant.

(iii)Any other Actuarial Equivalent method as approved by the Board.

4.6 Commencement of Benefit Payments. Notwithstanding any other provision of this Plan to the contrary, no benefits shall be paid under this Article IV until 30 days after an appropriate application therefore has been made.

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

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

ARTICLE V

ADMINISTRATION

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

5.2 Agents. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Employer.

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

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

ARTICLE VI

BENEFICIARY DESIGNATION

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

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

6.3 No Participant Designation. In the absence of an effective Beneficiary designation, or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be the Participant's estate.

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

ARTICLE VII

CLAIMS PROCEDURE

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

7.2 Denial of Claim. If the claim or request is denied, the written notice of denial should state:

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

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

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

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

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

ARTICLE VIII

TERMINATION, SUSPENSION OR AMENDMENT

The Board may, in its sole discretion, terminate or suspend this Plan at any time or from time to time, in whole or in part. The Board may amend this Plan at any time or from time to time. Any amendment may provide different benefits or amounts of benefits from those herein set forth. However, no such termination, suspension or amendment shall adversely affect the benefits of Participants which have accrued prior to such action, the benefits of any Participant who has previously retired, or the benefits of any Beneficiary of a Participant who has previously died. Furthermore, no termination, suspension or amendment shall alter the applicability of the percentage in Section 2.17 with respect to a Participant's accrued benefit at the time of such termination, suspension or amendment.

ARTICLE IX

MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

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

TRICO BANCSHARES

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



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

Exhibit 1

Participation Agreement
The TriCo Bancshares 2004 Supplemental Executive Retirement Plan

The above named Participant is authorized to receive benefits pursuant to the 2004 TriCo Bancshares Supplemental Executive Retirement Plan. Benefit accrual shall commence as of the Eligibility Date listed above.

Waiver and Release of Claims
In granting this benefit to the Participant, TriCo Bancshares and the Participant acknowledge that any benefits earned in the 1987 Plan are frozen at the level accrued as of December 31, 2003. The parties mutually agree that these benefits will be provided by the 2004 TriCo Bancshares Supplemental Executive Retirement Plan which replaces any benefits the Participant may have been eligible to receive pursuant to the Tri Counties Bank Supplemental Executive Retirement Plan effective September 1, 1987. The parties mutually agree that any obligations due the Participant under the terms of the 1987 Plan are fully satisfied by the benefits provided by the TriCo Bancshares 2004 Supplemental Executive Retirement Plan.

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


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


Name                                 Relationship                     /        %
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B. Estate as a Primary Designation:

as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Primary Designation:

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

II. SECONDARY (CONTINGENT) DESIGNATION

A. Person(s) as a Secondary (Contingent)Designation:

(Please indicate the percentage for each beneficiary.)

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


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


Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------

B. Estate as a Secondary (Contingent) Designation:

as  set  forth  in  the  last  will  and  testament   dated  the         day  of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Secondary (Contingent) Designation:

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

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

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

Exhibit 10.21

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

INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is entered into on __________, by and between TriCo Bancshares, a California corporation ("Company"), and ______________________________ ("Executive Officer"), an executive officer of the Company.

Recitals

A. It is in the best interests of the Company to attract and retain qualified executive officers to serve this Company.

B. In order to attract and retain such persons, it is necessary to provide assurance that their interests will be protected and defended to the extent permitted by applicable law if a claim is brought or threatened against them based upon their actions as executive officers of this Company.

C. It is now and has always been the express policy of the Company to indemnify its executive officers so as to provide them with the maximum possible protection permitted by law.

D. The substantial increase in corporate litigation subjects the executive officers to expensive litigation risks at the same time the availability of directors' & officers' liability insurance has been limited.

E. The Executive Officer believes that the protection available under the Company's Articles of Incorporation and insurance policies may not be adequate in the present circumstances, and may not be willing to continue to serve as an executive officer without adequate protection, and the Company desires the Executive Officer to continue to serve in such capacity.

NOW, THEREFORE, the parties agree as follows:

Terms of Agreement

Agreement to Continue Employment. The Executive Officer agrees to continue to be employed as an Executive Officer of the Company in the Company's sole discretion or until such time as he terminates his employment in writing (subject to the terms of any employment agreement between the Executive Officer and the Company or its subsidiaries).

Definitions. As used in this Agreement:

a. The term "Proceeding" shall include any threatened, pending or completed action or proceeding, whether of a civil, criminal, administrative or investigative nature, in which the Executive Officer is or was a party or is threatened to be made a party by reason of the fact that the Executive Officer is or was an executive officer of the Company (or any subsidiary of the Company), or is or was serving at the request of the Company as a, director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise.

b. The term "Expenses" shall include, without limitation, expenses of investigation, judicial or administrative proceedings or appeals, amounts paid in settlement by or on behalf of the Executive Officer, attorneys' fees and disbursements and any expenses of establishing a right to indemnification under paragraph 7 of this Agreement, but shall not include amounts of judgments, fines or penalties against the Executive Officer.

Indemnity in Third-Party Proceedings. The Company shall indemnify the Executive Officer in accordance with the provisions of this paragraph 3 against all Expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by the Executive Officer in connection with the Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor), but only if the Executive Officer acted in good faith and in a manner which he or she reasonably believed to be in the best interests of the Company, and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Executive Officer did not act in good faith in a manner which he or she reasonably believed to be in the best interests of the Company, or that the Executive Officer had reasonable cause to believe that his or her conduct was unlawful.

Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify the Executive Officer in accordance with the provisions of this paragraph 4 against all Expenses actually and reasonably incurred by the Executive Officer in connection with the defense or settlement of any Proceeding if the Executive Officer acted in good faith and in a manner which he or she believed to be in the best interests of the Company and its shareholders, except that no indemnification for Expenses shall be made under this paragraph 4 in respect of any claim, issue or matter as to which the Executive Officer shall have been adjudged to be liable to the Company in the performance of his or her duty to the Company and its shareholders, unless and only to the extent that the court in which such Proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the Executive Officer is fairly and reasonably entitled to indemnity for such Expenses and then only to the extent such court shall determine.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that the Executive Officer has been successful on the merits in defense of any Proceeding, or in defense of any claim, issue or matter therein, Executive shall be indemnified against all Expenses actually and reasonably incurred by the Executive Officer in connection therewith.

Advances of Expenses. At the written request of the Executive Officer, the Expenses incurred by the Executive Officer in any Proceeding shall be paid by the Company prior to the final disposition of such Proceeding, provided that the Executive Officer shall undertake in writing to repay such amount to the extent that it is determined ultimately that the Executive Officer is not entitled to indemnification. If the Company makes an advance of expenses pursuant to this paragraph 6, the Company shall be subrogated to every right of recovery the Executive Officer may have against any insurance carrier from whom the Company has purchased insurance for such purpose.

Right of the Executive Officer to Indemnification Upon Application; Procedure Upon Application.

a. Any indemnification under paragraphs 3 and 4 or advance under paragraph 6 shall be paid by the Company no later than 45 days after receipt of the written request of the Executive Officer, unless a determination is made within said 45-day period by (1) the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the Proceeding in respect of which indemnification is being sought, or (2) if a quorum of disinterested directors is not available, independent legal counsel in a written opinion (which counsel shall be appointed by a quorum of the Board of Directors), or (3) the stockholders of the Company with the shares owned by the Executive Officer to be indemnified not being entitled to vote thereon, or (4) the court in which the Proceeding is or was pending upon application made by the Company or the Executive Officer or the attorney or other person rendering services in connection with the defense, whether or not the application is opposed by the Company, that the Executive Officer has not met the relevant standards for indemnification set forth in paragraphs 3 and 4.

b. The right to indemnification or advancement of Expenses as provided by this Agreement shall be enforceable by the Executive Officer in any court of competent jurisdiction. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including its Board of Directors or independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that the Executive Officer has met the applicable standard of conduct nor an actual determination by the Company (including its Board of Directors or independent legal counsel or stockholders) that the Executive Officer has not met such standard shall be a defense to the action or create a presumption that the Executive Officer has not met the applicable standard of conduct. The Executive Officer's Expenses actually and reasonably incurred in connection with successfully establishing his or her right to indemnification or advances, in whole or in part, shall also be indemnified by the Company.

c. With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, the Company may assume the defense thereof, with counsel satisfactory to the Executive Officer. After notice from the Company to the Executive Officer of its election to assume the defense of a Proceeding, the Company will not be liable to the Executive Officer under this Agreement for any Expenses subsequently incurred by the Executive Officer in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner, which would impose any penalty or limitation on the Executive Officer without the Executive Officer's written consent. The Executive Officer shall have the right to employ counsel in any Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Executive Officer, unless (i) the employment of counsel by the Executive Officer has been authorized by the Company, (ii) The Executive Officer shall have reasonably concluded that there may be a conflict of interest between the Company and the Executive Officer in the conduct of the defense of a Proceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of a Proceeding, in each of which cases the fees and expenses of the Executive Officer's counsel shall be advanced by the Company. Notwithstanding the foregoing, the Company shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Company.

Limitation on Indemnification. No payment pursuant to this Agreement shall be made by the Company:

a. to indemnify or advance funds to the Executive Officer for Expenses with respect to Proceedings initiated or brought voluntarily by the Executive Officer and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate;

b. to indemnify the Executive Officer for any Expenses, judgments, fines or penalties sustained in any Proceeding for which payment is actually made to the Executive Officer under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance;

c. to indemnify the Executive Officer for any Expenses, judgments, fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Executive Officer of securities of the Company pursuant to the provisions of section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law;

d. to indemnify the Executive Officer for any Expenses, judgments, fines or penalties resulting from the Executive Officer's conduct which is finally adjudged to have been willful misconduct, knowingly fraudulent or deliberately dishonest;

e. if a court of competent jurisdiction finally determines that such payment hereunder is unlawful; or

f. if contrary to section 317 of the California Corporations Code.

Indemnification Hereunder Not Exclusive. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Executive Officer may be entitled under the Articles of Incorporation or the Bylaws of the Company, any agreement, any vote of stockholders or disinterested directors, the California Corporations Code, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. The indemnification provided by this Agreement shall continue as to the Executive Officer even though he or she may have ceased to be an executive and shall inure to the benefit of the heirs and personal representatives of the Executive Officer.

Partial Indemnification. If the Executive Officer is entitled under any provision of this Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines or penalties actually and reasonably incurred by him or her in any Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Executive Officer for the portion of such Expenses, judgments, fines or penalties to which the Executive Officer is entitled.

Maintenance of Liability Insurance.

a. The Company hereby covenants and agrees that, as long as the Executive Officer continues to serve as an executive of the Company and thereafter as long as the Executive Officer may be subject to any Proceeding, the Company, subject to subsection 11(c) below, shall maintain in full force and effect Directors' and Officers' liability insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers.

b. In all D&O Insurance policies, the Executive Officer shall be named as an insured in such a manner as to provide the Executive Officer the same rights and benefits as are accorded to the most favorably insured of the Company's directors and officers.

c. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions that it provides an insufficient benefit, or the Executive Officer is covered by similar insurance maintained by a subsidiary of the Company.

Savings Clause. If this Agreement or any portion hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Executive Officer to the extent permitted by any applicable portion of this Agreement that has not been invalidated or by any other applicable law.

Notice. The Executive Officer shall, as a condition precedent to his or her right to be indemnified under this Agreement, give to the Company notice in writing as soon as practicable of any Proceeding for which indemnity will or could be sought under this Agreement. Notice to the Company shall be directed to TriCo Bancshares, 63 Constitution Drive, Chico, California 95973, Attn: Chairman of the Board (or such other address as the Company shall designate in writing to the Executive Officer). Notice shall be deemed received three days after the date postmarked if sent by prepaid mail, properly addressed. In addition, the Executive Officer shall give the Company such information and cooperation as it may reasonably require and as shall be within the Executive Officer's power.

Counterparts. This Agreement may be executed in any number of counterparts, all of which shall be deemed to constitute one and the same instrument.

Applicable Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of California.

Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns.

Amendments. No amendment, waiver, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto. The indemnification rights afforded to the Executive Officer hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Articles of Incorporation or Bylaws of the Company or by other agreements.

Survival of Company's Obligations. The obligations hereunder shall survive all the following to the extent not prohibited by applicable law:

a. The Executive Officer's resignation or removal from office for any reason.

b. A change in control of the Company.

c. The merger, reorganization, sale of assets, dissolution, liquidation or conversion of the Company.

d. The bankruptcy or insolvency of the Company.

e. Any amendment of the Company's Articles of Incorporation or Bylaws.

f. Any action by a state or federal banking agency including, without limitation, the California Department of Financial Institutions, the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation to liquidate or place in receivership the Company or any of its assets or subsidiaries.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

EXECUTIVE OFFICER

Title:

TRICO BANCSHARES, a California corporation

                                              For the               For the
                                            three months           six months
                                           ended June 30,        ended June 30,
(In thousands, except per share data)     2004        2003      2004        2003
                                        ----------------------------------------
Weighted average number of common
    shares outstanding - basic           15,640      15,592    15,628     14,868

Add exercise of options reduced by the
    number of shares that could have
    been purchased with the proceeds
    of such exercise                        575         450       586        448
                                        ----------------------------------------
Weighted average number of common
    shares outstanding - diluted         16,215      16,042    16,214     15,316
                                        ========================================

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

Basic earnings per share                  $0.31       $0.27     $0.62      $0.53

Diluted earnings per share                $0.30       $0.27     $0.59      $0.51

Exhibit 31.1

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

I, Richard P. Smith, certify that;

1. I have reviewed this quarterly report on Form 10-Q of TriCo Bancshares;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors;
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 3, 2004                    /s/ Richard P. Smith
                                        ----------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer

Exhibit 31.2

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

I, Thomas J. Reddish, certify that;

1. I have reviewed this quarterly report on Form 10-Q of TriCo Bancshares;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors;
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Exhibit 32.1