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:  October 25, 2005              /s/ Thomas J. Reddish
                                     -----------------------------------
                                     Thomas J. Reddish
                                     Executive Vice President and
                                     Chief Financial Officer

Exhibit 10.2

Form of Change of Control Agreement dated as of August 23, 2005, between TriCo, Tri Counties Bank and each of Bruce Belton, Craig Carney, Gary Coelho, W.R. Hagstrom, Andrew Mastorakis, Rick Miller, Richard O'Sullivan, Thomas Reddish, and Ray Rios.

This Change of Control Agreement ("Agreement") is dated as of August 23, 2005, 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 one year following the Change of Control, either: (i) Employee's employment is terminated by Employer other than for "cause" as defined in Section 5.2, or (ii) Employee terminates his employment with Employer after a substantial and material negative change occurs in Employee's title, compensation and/or responsibilities, then, 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 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

Amended Employment Agreement between TriCo and Richard Smith dated August 23, 2005.

This AMENDED EMPLOYMENT AGREEMENT ("Agreement") is entered into as of August 23, 2005 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 20, 2004, 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 one year following the Change of Control, either:
(i) Employee's employment is terminated by EMPLOYER other than for "cause" as defined in Section 5.2, or (ii) Employee terminates his employment with EMPLOYER after a substantial and material negative change occurs in Employee's title, compensation and/or responsibilities, then, subject to the provisions of Section 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 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

                                             /s/ Richard P. Smith
                                             -----------------------------------
                                             Richard P. Smith

ATTEST:


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

TRICO BANCSHARES

                                      By:    /s/ William J. Casey
                                             -----------------------------------
                                             William J. Casey, Chairman of
                                             the Board

ATTEST:

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

Exhibit 10.9

Tri Counties Bank Executive Deferred Compensation Plan restated April 1, 1992, and January 1, 2005

                                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 Base Interest Rate                                                   7
2.17 Bonus Interest Rate                                                  7
2.18 Participant                                                          8
2.19 Plan Benefit                                                         8
2.20 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                                                           11
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                                           13
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                                                      14
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, 2005

This restatement of the Tri Counties Bank Executive Deferred Compensation Plan, effective January 1, 2005 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 Base Interest Rate

"Interest Rate" means, with respect to any calendar month, the monthly equivalent of 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 Bonus Interest Rate

Until December 31, 2008, the term "Bonus 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. Thereafter, the Bonus Interest Rate applied to the Account balance shall be defined as: the monthly equivalent of one (1) 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. The Bonus Interest Rate shall be applied to all deferrals of compensation made under this Plan provided the Executive is employed by the Bank.

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 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 until December 31, 2004. Thereafter, no future deferrals of compensation shall be permitted under this Plan.

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 Bonus Interest Rate specified in Section 2.17 if the Participant is employed by the Bank or the Base Interest Rate specified in
Section 2.16 if the Participant is no longer employed by the Bank. 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.

               (b) A period certain annuity  calculated  based on the balance of
          the  Account and the average  Base  Interest  Rate for the twelve (12)
          months  immediately prior to the Retirement Date of either sixty (60),
          one hundred twenty (120) or one hundred  eighty (180) months  duration
          as specified by the Participant on the Distribution Election.

               (c) Any other method  which is the  Actuarial  Equivalent  of the
          Participant's Account balance.

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, 2005.

TRI COUNTIES BANK and TRICO BANCSHARES

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

EXHIBIT 1

No Deferrals May be Made Under This Plan After 12/31/04

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, 2005).

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, 2005)

Pursuant to the Provisions of the Plan (as restated effective January 1, 2005), I hereby elect to have the balance in my Deferred Compensation Account paid to me as designated below:

In an annuity payable in sixty (60) equal monthly installments ------ commencing __________ (insert date) calculated at the time of distribution based on the average Base Interest Rate in the twelve months immediately preceding the commencement of payments.

In an annuity payable in one hundred twenty (120) equal monthly ------ installments commencing __________ (insert date) calculated at the time of distribution based on the average Base Interest Rate in the twelve months immediately preceding the commencement of payments.

In an annuity payable in one hundred eighty (180) equal monthly ------ installments commencing __________ (insert date) calculated at the time of distribution based on the average Base Interest Rate in the twelve months immediately preceding the commencement

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

C.       Trust as a Secondary (Contingent) Designation:

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

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

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 January 1, 2005.

                                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                                                           6
2.12 Distribution Election                                                7
2.13 Elective Deferred Compensation                                       7
2.14 Financial Hardship                                                   7
2.15 Base Interest Rate                                                   7
2.16 Bonus Interest Rate
2.17 Participant                                                          7
2.18 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 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
1.6 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, 2005 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 Base Interest Rate

"Base Interest Rate" means, with respect to any calendar month, the monthly equivalent of 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 Bonus Interest Rate

Until December 31, 2008, the term "Bonus 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. Thereafter, the Bonus Interest Rate applied to the Account balance shall be defined as: the monthly equivalent of one (1) 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. The Bonus Interest Rate shall be applied to all deferrals of compensation made under this Plan provided the Participant continues to serve as a Director of the Bank.

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.

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

Until December 31, 2004, a Participant may defer up to one hundred percent (100%) of the Participant's Compensation to the Plan. Thereafter, no future deferrals of Compensation can be made to this Plan.

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.

(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. 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 Bonus Interest Rate specified in Section 2.16 if the Participant continues to serve as a Director of the Bank or the Base Interest Rate specified in Section 2.15 if the Participant is no longer a Director of the Bank. 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.

(b) A period certain annuity calculated based on the balance of the Account and the average Base Interest Rate for the twelve (12) months immediately prior to the Retirement Date of either sixty (60), one hundred twenty (120) or one hundred eighty (180) months duration as specified by the Participant on the Distribution Election.

(c) Any other method which is the Actuarial Equivalent of the Participant's Account balance. The basic and alternative methods of payment are as follows:

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 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

EXHIBIT 1

No Deferrals May be Made Under This Plan After 12/31/04

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, 2005).

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, 2005)

Pursuant to the Provisions of the Plan (as restated effective January 1, 2005), I hereby elect to have the balance in my Deferred Compensation Account paid to me as designated below:

------              installments  commencing __________ (insert date) calculated
                    at the  time  of  distribution  based  on the  average  Base
                    Interest Rate in the twelve months immediately preceding the
                    commencement of payments.

In an annuity payable in one hundred twenty (120) equal

------              monthly  installments  commencing  __________  (insert date)
                    calculated  at  the  time  of  distributution  based  on the
                    average Base Interest Rate in the twelve months  immediately
                    preceding the commencement of payments.

In an annuity payable in one hundred eighty (180) equal

------              monthly  installments  commencing  __________  (insert date)
                    calculated at the time of distribution  based on the average
                    Base  Interest   Rate  in  the  twelve  months   immediately
                    preceding the commencement




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

C.       Trust as a Secondary (Contingent) Designation:

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

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

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 2005 Tri Counties Bank Deferred Compensation Plan for Executives and Directors Effective January 1, 2005

                                TABLE OF CONTENTS


                                                                        PAGE
ARTICLE I--PURPOSE                                                        5

ARTICLE II--DEFINITIONS                                                   5

2.1 Participant                                                           5
2.2 Plan Benefit                                                          5
2.3 Board                                                                 5
2.4 Committee                                                             6
2.5 Compensation                                                          6
2.6 Elective Deferred Compensation                                        6
2.7 Deferral Election                                                     6
2.8 Deferral Period                                                       6
2.9 Account                                                               6
2.10 Distribution Election                                                7
2.11 Actuarial Equivalent                                                 7
2.12 Determination Date                                                   7
2.13 Interest Rate                                                        7
2.14 Bonus Interest Rate                                                  7
2.15 Change in Control                                                    7
2.16 Disability                                                           8
2.17 Termination or Removal For Cause                                     8
2.18 Unforeseeable Emergency                                              9
2.19 Lifetime Deferral Limit                                              9
2.20 Beneficiary                                                          9

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS                       9

3.1 Eligibility and Participation                                         9
3.2 Form of Deferral and Minimum Deferral                                 9

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT                                10

4.1 Accounts                                                             10
4.2 Elective Deferred Compensation                                       10
4.3 Employer Discretionary Contributions                                 10
4.4 Interest                                                             10
4.5 Determination of Accounts                                            10
4.6 Vesting of Accounts                                                  11
4.7 Statement of Accounts                                                11

TABLE OF CONTENTS CONTINUED
                                                                        PAGE

ARTICLE V--PLAN BENEFITS                                                 11

5.1 Plan Benefit                                                         11
5.2 Death Benefit                                                        11
5.3 Unforeseeable Emergency Distribution                                 12
5.4 Distribution Following a Separation From Service                     12
5.5 Distribution Upon a Change in Control                                12
5.6 Form of Benefit Payment and Subsequent Modifications Thereto         12
5.7 Withholding Payroll Taxes                                            13
5.8 Commencement of Payments                                             13
5.9 Payment to Guardian                                                  13

ARTICLE VI--BENEFICIARY DESIGNATION                                      13

 6.1 BeneficiaryDesignation                                              13
 6.2 Amendments                                                          13
 6.3 No Beneficiary Designation                                          14
 6.4 Effect of Payment                                                   14

ARTICLE VII--ADMINISTRATION                                              14

7.1 Committee and Duties                                                 14
7.2 Agents                                                               14
7.3 Binding Effect of Decisions                                          14
7.4 Indemnity of Committee                                               15

ARTICLE VIII--CLAIMS PROCEDURE                                           15

8.1 Claim                                                                15

8.2 Denial of Claim                                                      15
8.3 Review of Claim                                                      15
8.4 Final Decision                                                       15

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN                            15

9.1 Amendment                                                            15
9.2 Bank's Right to Terminate                                            16

TABLE OF CONTENTS CONTINUED
                                                                        PAGE


ARTICLE X--MISCELLANEOUS                                                 16

10.1 Unfunded Plan                                                       16
10.2 Unsecured General Creditor                                          17
10.3 Trust Fund                                                          17
10.4 Nonassignability                                                    17
10.5 Not a Contract of Employment                                        17
10.6 Protective Provisions                                               17
10.7 Terms                                                               18
10.8 Captions                                                            18
10.9 Governing Law                                                       18
10.10 Validity                                                           18
10.11 Notice                                                             18
10.12 Successors                                                         18

SIGNATURE PAGE                                                           19

EXHIBIT 1: Deferral Election Form                                        20
EXHIBIT 2. Distribution Election                                         21
EXHIBIT 3:  Beneficiary Designation Form                                 22

THE 2005 TRI COUNTIES BANK

DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND DIRECTORS

This Tri Counties Bank Deferred Compensation Plan for Executives and Directors is effective January 1, 2005 and applies only to those Participants in the Plan who serve as certain key Executives of TriCo Bancshares, Tri Counties Bank, and subsidiaries or affiliates thereof (hereinafter, these entities shall be referred to as the "Bank" or the "Employer") who are employed by TriCo on, or after January 1, 2005, and those Directors of TriCo Bancshares or its affiliates or subsidiaries as of this date. It is intended that the Plan will aid in retaining and attracting individuals of exceptional ability by providing them with these benefits.

ARTICLE I--PURPOSE

The purpose of this Deferred Compensation Plan for Executives and Directors (the "Plan") is to provide current tax planning opportunities, as well as supplemental funds for retirement or death, for Executives and Directors of TriCo Bancshares. It is also intended that the Plan will aid in retaining and attracting Executives and Directors of exceptional ability by providing them with these benefits. This Plan will be effective as of January 1, 2005.

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 Participant

The term "participant" shall mean those certain key employees or Directors of TriCo who are participating in this Plan as provided in Article III.

2.2 Plan Benefit

"Plan Benefit" means the benefit payable to a Participant as calculated pursuant to Articles IV through V.

2.3 Board

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

2.4 Committee

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

2.5 Compensation

As it applies to an Executive, the term "Compensation" shall refer to the salary, bonuses or commissions paid to the Executive during his employment with Employer during a given Deferral Period. As it applies to a Director, "Compensation" shall mean the retainer, meeting and Committee chairmanship fees paid to a Director 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 non-cash compensation or benefits.

2.6 Elective Deferred Compensation

The term "Elective Deferred Compensation" shall mean the amount of Compensation that a Participant elects to defer pursuant to a Deferral Election Form (See Exhibit A).

2.7 Deferral Election

"Deferral Election" means an election to defer Compensation made by a Participant pursuant to Article III and for which a separate Deferral Election Form has been submitted by the Participant to the Committee. A Deferral Election Form has been attached hereto as Exhibit A.

2.8 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, however, the prior Deferral Election Form shall remain effective in the event that Participant fails to file a timely or subsequent Deferral Election Form.

2.9 Account

"Account" means the Account as maintained by the Bank 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.

2.10 Distribution Election

The term "Distribution Election" shall mean the form of distribution of the Account selected by the Participant on the most recent valid Distribution Election Form (See Exhibit B attached hereto).

2.11 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.

2.12      Determination Date

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

2.13      Interest Rate

     "Interest  Rate" means,  with respect to any  calendar  month,  the monthly

equivalent of 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.

2.14 Bonus Interest Rate

"Bonus 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. The Bonus Interest Rate shall be applied to all deferrals of compensation provided the Participant remains a Director or Executive of the Company until December 31, 2008. Thereafter, the Bonus Interest Rate applied to all subsequent deferrals and the Account balance shall be defined as: the monthly equivalent of one (1) 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.