UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.___)

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TriCo Bancshares

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TRICO BANCSHARES

TriCo Bancshares
63 Constitution Drive
Chico, California 95973
Phone: (530) 898-0300

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

To Our Shareholders:

On Tuesday, May 19, 2009, TriCo Bancshares will hold its annual meeting of shareholders at its headquarters located at 63 Constitution Drive, Chico, California. The meeting will begin at 6:00 p.m. Pacific Time.

Shareholders who owned shares of our stock at the close of business on March 31, 2009, may attend and vote at the meeting. At the meeting, shareholders will be asked to:

	1.		Elect twelve directors for terms expiring at the 2010 annual meeting of shareholders.
	2.		Approve the TriCo Bancshares 2009 Equity Incentive Plan.

	3.		Ratify the selection of Moss Adams LLP as our principal independent auditor for 2009.
	4.		Attend to any other business properly presented at the meeting.

We do not know of any other business that will come before the meeting. In order to vote without attending the meeting, you may sign and date the enclosed proxy and voting instruction card and return it in the postage prepaid envelope.

A copy of our 2008 annual report is enclosed. We are mailing these proxy materials to shareholders beginning on or about April 9, 2009.

As a shareholder, your vote is important. Whether or not you plan to attend the annual meeting in person, it is important that you vote as soon as possible to ensure that your shares are represented. We request that all shareholders be present at the meeting in person or by proxy to ensure that we have a quorum.

Chico, California
April 6, 2009

YOUR VOTE IS IMPORTANT TO TRICO BANCSHARES.
Regardless of whether you plan to attend the meeting in person, we urge you to
vote in favor of each of the proposals as soon as possible.

PROXY STATEMENT TABLE OF CONTENTS

QUESTIONS AND ANSWERS			1
PROPOSALS TO BE VOTED ON			4
BOARD OF DIRECTORS			6
GOVERNANCE, BOARD NOMINATION AND BOARD COMMITTEES			8
COMPENSATION OF DIRECTORS			13
OWNERSHIP OF VOTING SECURITIES			16
EXECUTIVE OFFICERS			18
COMPENSATION DISCUSSION AND ANALYSIS			19
REPORT OF THE COMPENSATION AND MANAGEMENT SUCCESSION COMMITTEE			23
COMPENSATION OF NAMED EXECUTIVE OFFICERS			24
2009 EQUITY INCENTIVE PLAN			37
REPORT OF THE AUDIT COMMITTEE			44
PRINCIPAL INDEPENDENT AUDITOR			46
OTHER INFORMATION			47
2009 EQUITY INCENTIVE PLAN			A-1

QUESTIONS AND ANSWERS

1.		Q:		Why am I receiving these materials?
		A:		The Board of Directors of TriCo Bancshares is providing these proxy materials to you in connection with TriCo’s annual meeting of shareholders which will take place on May 19, 2009. As a shareholder, you are invited to attend the meeting and may vote on the proposals described in this proxy statement.
2.		Q:		What information is contained in these materials?
		A:		The information included in this proxy statement relates to the proposals to be voted on at the meeting, the voting process, the compensation of our directors and executive officers and certain other required information. Our 2008 Annual Report is also enclosed.
3.		Q:		Who may vote at the meeting?
		A:		Only shareholders of record at the close of business on March 31, 2009, may vote at the meeting. As of the record date, 15,782,753 shares of our common stock were issued and outstanding. Each shareholder is entitled to one vote for each share of common stock held on the record date.
4.		Q:		What is the difference between holding shares as a shareholder of record and as a beneficial owner?
		A:		Most shareholders hold shares through a stockbroker, bank or other nominee rather than directly in their own name. The distinctions between shares held of record and shares owned beneficially are summarized below.
				Shareholder of Record
				If your shares are registered directly in your name with our transfer agent, BNY Mellon Shareowner Services, LLC, you are considered to be the shareholder of record of those shares and these proxy materials are being sent directly to you by TriCo. As the shareholder of record, you have the right to vote by proxy or to vote in person at the meeting. In that case, we have enclosed a proxy card for you to use.
				Beneficial Owner
				If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by your broker or nominee which is considered to be the shareholder of record of those shares. As the beneficial owner, you have the right to direct your broker how to vote and are also invited to attend the meeting. If you wish to vote these shares at the meeting, you must contact your bank or broker for instructions. Your broker or bank has enclosed a voting instruction card for you to use in directing the broker or bank how to vote your shares for you.
5.		Q:		What may I vote on at the meeting?
		A:		You may vote to elect twelve nominees to serve on our Board of Directors for terms expiring at the next annual meeting, to approve our 2009 Equity Incentive Plan and to ratify the selection of Moss Adams LLP as our principal independent auditor for 2009.
6.		Q:		How does the Board of Directors recommend I vote?
		A:		The Board of Directors recommends that you vote your shares FOR each of the twelve director nominees named in this proxy statement, FOR approval of our 2009 Equity Incentive Plan and FOR ratification of Moss Adams LLP as our principal independent auditor for 2009.

7.		Q:		How can I vote my shares?
		A:		You may vote either in person at the meeting or by appointing a proxy. Please refer to the instructions included on your proxy card to vote by proxy. If you hold your shares through a bank, broker or other nominee, then you may vote by the methods your bank or broker makes available, using the instructions the bank or broker has included with this proxy statement.
8.		Q:		How are votes counted?
		A:		In the election of directors, you may vote FOR all of the director nominees or your vote may be WITHHELD with respect to one or more nominees. In addition, under California law and our bylaws, you may cumulate your votes in the election of the directors by following the procedures described at “Corporate Governance, Board Nomination and Board Committees—Nomination and Election of Directors.” If the proxy is not marked with respect to election of directors, authority will be granted to the persons named in the proxy to cumulate votes if they so choose and to allocate votes among the nominees in such a manner as they determine is necessary in order to elect all or as many of the nominees as possible. You may vote FOR, AGAINST or ABSTAIN on the proposal to approve the 2009 Equity Incentive Plan and the proposal to ratify the selection of our principal independent auditor.
9.		Q:		How are abstentions and broker non-votes treated?
		A:		Because the affirmative vote of the holders of a majority of the shares of our common stock present and voting is required to approve the proposals (other than the election of directors), abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present. Abstentions will be counted as voting shares and will have the effect of a vote “against” the proposals. Broker non-votes will not be counted as shares voting on the proposals.
10.		Q:		Can I change my vote?
		A:		You have the right to revoke your proxy at any time before the meeting by:

	•		providing written notice to TriCo’s corporate secretary and voting in person at the meeting, or
	•		appointing a new proxy before the meeting begins.

				Attending the meeting will not by itself revoke a proxy unless you specifically revoke your proxy in writing. If you are a beneficial owner, you must follow the instructions provided by your bank, broker or other nominee to change your vote.
11.		Q:		What if I own shares through TriCo’s Employee Stock Ownership Plan and Trust?
		A:		For present or past employees of TriCo, your proxy includes any shares held in your account under our employee stock ownership plan and trust.
12.		Q:		What does it mean if I get more than one proxy card?
		A:		If your shares are registered differently and are held in more than one account, then you will receive more than one card. Be sure to vote all of your accounts so that all of your shares are voted. We encourage you to have all accounts registered in the same name and address. You can accomplish this by contacting BNY Mellon Shareowner Services, LLC, P.O. Box 358016, Pittsburgh, Pennsylvania 15252-8016, telephone 1-800-522-6645.
13.		Q:		Who may attend the meeting?
		A:		All shareholders who owned shares of our common stock on March 31, 2009, may attend the meeting. You may indicate on the enclosed proxy card if you plan to attend the meeting.
14.		Q:		How will voting on any other business be conducted?
		A:		We do not know of any business to be considered at the meeting other than election of twelve directors, approval of the 2009 Equity Incentive Plan and ratification of Moss Adams LLP as our principal independent auditor for 2009. If any other business is properly presented at the meeting, your proxy gives Richard P. Smith, our president and chief executive officer, and Richard O’Sullivan, executive vice president of our subsidiary, Tri Counties Bank, authority to vote on these matters in their discretion.

15.		Q:		Where and when will I be able to find the results of the voting?
		A:		The results of the voting will be announced at the meeting. We will also publish the final results in our quarterly report on Form 10-Q for the second quarter of 2009 to be filed with the Securities and Exchange Commission.
16.		Q:		Is my vote confidential?
		A:		Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within TriCo or to third parties except:

	•		as necessary to meet applicable legal requirements,
	•		to allow for the counting and certification of votes, or
	•		to help our Board solicit proxies.

17.		Q:		When are shareholder proposals for the 2010 annual meeting due?
		A:		All shareholder proposals to be considered for inclusion in our proxy statement for the 2010 annual meeting must be received at our principal office by December 10, 2009. Shareholder nominations for directors must be received by our president as described at “Corporate Governance, Board Nomination and Board Committees—Nomination and Election of Directors.”
18.		Q:		Who will bear the cost of soliciting proxies for the meeting and how will these proxies be solicited?
		A:		We will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials, including the charges and expenses of brokers, banks, nominees and other fiduciaries who forward proxy materials to their principals. Proxies may be solicited by mail, in person, by telephone or by electronic communication by our officers and employees who will not receive any additional compensation for these solicitation activities.

PROPOSALS TO BE VOTED ON

1.

Election of Directors

Twelve directors will be elected this year for terms expiring at our annual meeting in 2010. Each nominee is currently serving as a director of TriCo. The nominees for election are:

William J. Casey		Craig S. Compton		Richard P. Smith
Donald E. Murphy		John S. A. Hasbrook		Carroll R. Taresh
Donald J. Amaral		Michael W. Koehnen		Alex A. Vereschagin, Jr.
L. Gage Chrysler III		Steve G. Nettleton		W. Virginia Walker

The twelve nominees receiving the most affirmative votes cast at the meeting will be elected as directors assuming a quorum is present. Consequently, any shares not voted at the meeting, whether by abstention or otherwise, will have no effect on the election of directors. If any of the nominees should unexpectedly decline or become unable to serve, the proxies we are soliciting may be voted for a substitute nominee or the Board may reduce the size of the Board.

Brief biographies of the director nominees are found at “Board of Directors.” These biographies include each nominee’s age, business experience and the names of publicly held and certain other corporations of which they are also directors. Unless stated otherwise, each director has been engaged in his present occupation for at least the past five years.

Shareholders may cumulate their votes when electing directors. To do so, you must follow the procedures set forth in our bylaws which are described at “Corporate Governance, Board Nomination and Board Committees—Nomination and Election of Directors.”

The Board recommends a vote FOR the election of all twelve nominees.

2.

Approval of 2009 Equity Incentive Plan

The Board of Directors adopted the 2009 Equity Incentive Plan on March 26, 2009. Shareholders will be asked to approve the 2009 Plan at the meeting. A key objective of the 2009 Plan is to provide more flexibility in the types of equity incentives that may be offered to employees, directors and consultants. TriCo’s 2001 stock option plan permits TriCo to grant only stock options. If approved by shareholders, the 2009 Plan would allow TriCo to issue other types of equity-based incentives, such as stock appreciation rights, stock awards, stock grants and qualified performance awards in addition to stock options. The 2009 Plan would also allow participants greater flexibility in the manner by which they pay the exercise price for their stock options.

Historically, TriCo has issued incentive stock options and non-qualified stock options to its employees, directors and consultants. Because stock options are now required to be expensed under Financial Accounting Standards No. 123 (revised 2004), other forms of equity incentives may be more advantageous to TriCo and its shareholders. The 2009 Plan would give TriCo flexibility to (i) attract and retain qualified non-employee directors, executives and other key employees and consultants with appropriate equity-based awards, (ii) motivate high levels of performance, (iii) recognize employee contributions to TriCo’s success, and (iv) align the interests of award recipients with those of TriCo’s shareholders. In addition, the Board of Directors believes that a robust equity compensation program is necessary to provide TriCo with flexibility in negotiating strategic acquisitions and other business relationships to further expand and grow TriCo’s business. The 2009 Plan also provides for automatic grants of stock options to outside directors, consistent with the provisions of the 2001 Option Plan.

Additional information concerning the 2009 Plan can be found at “2009 Equity Incentive Plan.” A copy of the 2009 Plan is included as Appendix A to this proxy statement.

The Board recommends a vote FOR the approval of the 2009 Equity Incentive Plan.

3.

Ratification of Selection of Principal Independent Auditor

Our audit committee has selected the firm of Moss Adams LLP as our principal independent auditor for 2009. Moss Adams served as our principal independent auditor for 2008. Representatives of Moss Adams will be present at the meeting and will have the opportunity to make a statement and to answer appropriate questions.

Neither TriCo’s governing documents nor applicable law require shareholder ratification of the appointment of Moss Adams as our principal independent auditor. However, the audit committee recommended, and the Board of Directors determined, to submit the appointment of Moss Adams to the shareholders for ratification as a matter of good corporate practice. If shareholders fail to ratify the appointment, the audit committee will reconsider whether or not to retain that firm. Even if appointment is ratified, the audit committee in its discretion may direct the appointment of a different principal independent auditor at any time.

The affirmative vote of a majority of those shareholders present and voting will ratify the selection of Moss Adams as our principal independent auditor.

The following audit services were performed by Moss Adams for the year ended December 31, 2008:

•

examination of our financial statements and our employee benefit plans,

•

services related to our filings with the Securities and Exchange Commission, and

•

consultation on matters related to accounting, financial reporting, tax returns, internal controls and regulatory compliance.

Additional information concerning Moss Adam’s services for TriCo in 2008 can be found at “Principal Independent Auditor” and “Report of the Audit Committee.”

The Board recommends a vote FOR the ratification of Moss Adams LLP as our
principal independent auditor for 2009.

BOARD OF DIRECTORS

The following persons are currently serving as Board members of both TriCo Bancshares and Tri Counties Bank. They are each nominated for re-election to TriCo’s Board. These Board members also serve on committees of the Board of Directors of Tri Counties Bank, TriCo’s wholly owned subsidiary, in addition to the TriCo Board committees discussed below.

William J. Casey

William J. Casey, age 64, has been a director since 1989. He is the chairman of our Board of Directors, chairman of our compensation and management succession committee, chairman of our nominating and corporate governance committee and a member of our audit committee. Mr. Casey has been a self-employed healthcare consultant since 1983. Mr. Casey received a Master’s degree in public administration and has served on the audit committees of other public companies.

Donald E. Murphy

Donald E. Murphy, age 73, has been a director since 1975. He is the vice chairman of the Board. Mr. Murphy has served as the vice president and general manager of J. H. McKnight Ranch, Inc., a family farming company, for over 40 years. He is also a partner of New Generation Software, a software company, and a partner of Murphy Brothers, a farming operation.

Donald J. Amaral

Donald J. Amaral, age 56, has been a director since 2003. Mr. Amaral is chairman of our audit committee and a member of our nominating and corporate governance committee. He was chairman and chief executive officer of Coram Healthcare Corporation, a home infusion therapy company, from 1995 to 1999. Mr. Amaral has a Bachelor’s degree in accounting and an MBA degree. Retired since 1999, he has served as chief executive officer and chief financial officer of various companies for over 25 years.

L. Gage Chrysler III

L. Gage Chrysler III, age 55, has been a director since February 2008. Mr. Chrysler has been with Modern Building, Inc., a construction company, since 1978 and currently serves as its president and chief executive officer. He also serves as a director of the Salvation Army Advisory Board, Mid Valley Title and CSUC Chico Alumni Association, Chico Chapter. Mr. Chrysler has a Bachelor’s degree in business specializing in finance.

Craig S. Compton

Craig S. Compton, age 53, has been a director since 1989. Mr. Compton is a member of our compensation and management succession committee and our nominating and corporate governance committee. He has served as the president, chief executive officer and chief financial officer of AVAG, Inc., an aerial application business, for over 20 years and has been a principal in his family rice farming partnership for over 22 years. Mr. Compton is also the owner of A&P Helicopters, a commercial helicopter business. He is a director of Environmental Alternatives Foster Care Agency.

John S. A. Hasbrook

John S. A. Hasbrook, age 49, has been a director since 2002. Mr. Hasbrook is a member of our compensation and management succession committee and our audit committee and serves as chairman of the director loan committee of Tri Counties Bank. He is active in several agricultural and investment enterprises. He is president of SunWest Wild Rice Co., Inc.; president of Hasbrook-Fetter Farms, Inc.; vice president of SunWest Foods, Inc., a food marketing company; and serves as an officer for other agricultural-related entities. Mr. Hasbrook also serves as a director of Santa Clara University’s Food & Agribusiness Institute, as well as for various charitable and civic organizations. Mr. Hasbrook has a BSC degree in finance and an MBA degree in agribusiness from Santa Clara University.

Michael W. Koehnen

Michael W. Koehnen, age 48, has been a director since 2002. Mr. Koehnen is a member of our compensation and management succession committee and our nominating and corporate governance committee. He owns and operates C.F. Koehnen & Sons, a third-generation family farming and beekeeping company. Mr. Koehnen is also president and owner of Riverwest Processing, an almond processing company.

Steve G. Nettleton

Steve G. Nettleton, age 70, has been a director since 2003. He is a member of our audit committee and our nominating and corporate governance committee. Mr. Nettleton was the owner of the Chico Heat professional baseball club from 1996 to 2002 and served as the chairman of the board of directors for North State National Bank from 1982 to 2003 prior to its merger into Tri Counties Bank. He also serves as a member of the Board of Trustees for Enloe Medical Center and as a member of the CSU, Chico Advisory Board.

Richard P. Smith

Richard P. Smith, age 51, has been a director since 1999. He has served as the president and chief executive officer of TriCo and Tri Counties Bank since 1999. Mr. Smith joined Tri Counties Bank in 1994 as vice president and chief information officer. He was senior vice president-customer/employee support and control from 1997 until 1998, when he was promoted to executive vice president in the same capacity. Mr. Smith was named president of Tri Counties Bank and executive vice president of TriCo in 1998. Mr. Smith is also a member of the board of directors and a member of the executive board of the California Bankers Association.

Carroll R. Taresh

Carroll R. Taresh, age 71, has been a director since 1998. He was executive vice president and chief operating officer of Tri Counties Bank from 1989 until his retirement in 1996. He also serves as president and director of CNT, Inc., a farming operation.

Alex A. Vereschagin, Jr.

Alex A. Vereschagin, Jr., age 73, has been a director since 1975. Mr. Vereschagin is our Board secretary, chairman of the investment and asset/liability committee of Tri Counties Bank and a member of our audit committee. He was chairman of the Board from 1984 to 1999. He is a self-employed farmer and also the secretary and treasurer of Plaza Farms, a family-owned corporation. He is managing partner of the Vereschagin Company, a real estate rental company, and senior partner of Talbot-Vereschagin Ranch, a farming operation. Mr. Vereschagin has a Bachelor’s degree in business.

W. Virginia Walker

W. Virginia Walker, age 64, was added to the Board in March 2009. Ms. Walker is the General Manager at the Jamison Group LLC, a consulting group specializing in finance, marketing and strategy for high tech companies. From 2001 to 2007 she held various management positions with Enea AB, a software and services company, where she was most recently Senior Vice President, Corporate Strategy and Marketing.

CORPORATE GOVERNANCE, BOARD NOMINATION
AND BOARD COMMITTEES

Corporate Governance

We have long believed that good corporate governance is important to ensure that TriCo is managed for the long-term benefit of our shareholders. We continue to review our corporate governance policies and practices along with provisions of the Sarbanes-Oxley Act of 2002, the rules of the Securities and Exchange Commission and the listing standards of Nasdaq. We have adopted a code of ethics that applies to our principal executive officer, principal financial officer and persons performing similar functions. You can view our code of business conduct, our code of ethics for our principal executive officers and senior financial officers, our audit committee charter, our nominating and corporate governance committee charter and our compensation and management succession charter on our website at www.tricountiesbank.com under “About Tri Counties Bank—Investor Relations—Corporate Governance,” or receive copies by contacting our corporate secretary in writing at TriCo Bancshares, 63 Constitution Drive, Chico, California 95973, or by telephone at (530) 898-0300.

Director Independence

We believe that independent directors play an important role in TriCo’s corporate governance and are committed to ensuring that at least a majority of our directors are independent. Our Board has affirmatively determined that the following ten of our twelve directors are independent as defined by Nasdaq Marketplace Rule 4200(a)(15) and our corporate governance guidelines: Mr. Amaral, Mr. Casey, Mr. Compton, Mr. Hasbrook, Mr. Koehnen, Mr. Murphy, Mr. Nettleton, Mr. Taresh, Mr. Vereschagin and Ms. Walker. Our corporate governance guidelines provide that a director is independent if he or she does not have a material relationship with TriCo directly or indirectly as a partner, shareholder or officer of an organization that has a relationship with TriCo, and otherwise qualifies as independent under the applicable rules of the Securities Exchange Act of 1934, as amended, and Nasdaq. These independence determinations were based upon a review of all relevant transactions and relationships between TriCo, our senior management and our accountants, on the one hand, and each director and his or her family members, on the other hand. Mr. Smith is not considered independent because of his employment as president and chief executive officer of TriCo. Mr. Chrysler is not considered independent because his construction company has provided services to Tri Counties Bank during the past three years, as described below.

Transactions with Related Persons

Our nominating and corporate governance committee is charged with monitoring and reviewing issues involving potential conflicts of interest and reviewing and approving all related party transactions. We have a policy adopted by our Board of Directors for reviewing transactions between TriCo and our directors and executive officers, their family members and entities with which they have a position or relationship. Our procedures for transactions with related persons are intended to determine whether any such related person transaction impairs the independence of a director or presents a conflict of interest on the part of a director or executive officer. All transactions between TriCo and related persons may be consummated only if our nominating and corporate governance committee approves such transaction in accordance with the procedures set forth in our policy.

We annually require each of our directors and executive officers to complete a questionnaire that seeks information about related person transactions. Our nominating and corporate governance committee and Board of Directors annually review all transactions and relationships disclosed in the questionnaires, and the Board makes a formal determination regarding each director’s independence under our corporate governance guidelines.

There have been no transactions or series of similar transactions during 2008, or any currently proposed transaction, to which TriCo was or is to be a party, in which the amount involved exceeded $120,000 or and in which any of our directors, director nominees, executive officers or any shareholder owning 5% or more of our common stock, or any member of the immediate family or associate of any of the foregoing persons (together, the “related parties”), had or will have a direct or indirect material interest, except that Mr. Chrysler’s construction company, Modern Building Inc., provided construction services to Tri Counties Bank in 2008 for tenant improvements at the bank’s new Visalia branch for aggregate payments of $178,254. Mr. Chrysler owns 51% of Modern Building and serves as its president. The Board believes that these construction services were provided only in accordance with the policy described above.

Indebtedness of Management

Some of our directors, executive officers and their immediate family members and associates are customers of Tri Counties Bank and we expect to have banking transactions with them in the future. The loan committee of Tri Counties Bank reviews the terms and fairness of any loans made by Tri Counties Bank to our directors and officers. In its opinion, all such loans and commitments to lend were made in the ordinary course of our business and complied with applicable laws. Terms, including interest rates and collateral, were substantially the same as those prevailing for comparable transactions with other persons of similar creditworthiness not affiliated with TriCo. In the opinion of our Board of Directors, these transactions did not involve more than a normal risk of collectibility or present other unfavorable features. The aggregate amount of all loans and credit extensions outstanding as of December 31, 2008, to all directors and executive officers (including their associates and members of their immediate family) was approximately $2,318,039, representing 1.17% of shareholders’ equity at that time. As of the date of this proxy statement, all of these loans were performing loans.

Board Committees

Our full Board of Directors considers all major decisions. However, we have established three standing committees so that some matters can be addressed in more depth than may be possible in a full Board meeting and to comply with Nasdaq requirements that certain committees be comprised of independent directors: a compensation and management succession committee, a nominating and corporate governance committee and an audit committee. These three committees each operate under a written charter. Following is a description of each of these committees. Our directors also serve on various Board committees for our subsidiary, Tri Counties Bank.

Audit

Compensation and

Nominating and

Committee

Management Succession

Corporate Governance

member

Committee member

Committee member

William J. Casey*

X

X (Chairman)

X (Chairman)

Donald E. Murphy*

Donald J. Amaral*

X (Chairman)

X

L. Gage Chrysler III

Craig S. Compton*

X

X

John S. A. Hasbrook*

X

X

Michael W. Koehnen*

X

X

Steve G. Nettleton*

X

X

Richard P. Smith

Carroll R. Taresh*

Alex A. Vereschagin, Jr.*

X

W. Virginia Walker*

Audit Committees. We have a standing audit committee of TriCo and a standing audit committee of Tri Counties Bank. The Board has determined that Mr. Amaral is an audit committee financial expert under the rules of the Securities and Exchange Commission and that each member of the committee is financially literate as defined by Nasdaq listing standards and is independent under special standards established by the Securities and Exchange Commission and Nasdaq for audit committee members. Their qualifications and business expertise are described at “Board of Directors.” TriCo’s audit committee monitors:

•

the integrity of our financial statements, including the financial reporting process and systems of internal controls regarding finance, accounting and legal and regulatory compliance,

•

our compliance with legal and regulatory requirements,

•

the independence, qualifications and performance of our financial executives, principal independent auditor and internal auditing department, and

•

the communication among our principal independent auditor, management, our internal auditing function and the Board.

The committee also annually retains our principal independent auditor and approves the terms and scope of work to be performed. Our audit committee met four times during 2008. For more information on this committee, please see “Report of the Audit Committee.”

Compensation and Management Succession Committee. The compensation and management succession committee held nine meetings in 2008. The committee considers the recommendations of our management regarding most compensation matters, including executive compensation. For more information on this committee, please see “Compensation Discussion and Analysis.” This committee:

•

establishes TriCo’s compensation philosophy,

•

evaluates and approves the compensation levels for our chief executive officer and the other executive officers,

•

produces annually a compensation discussion and analysis of executive compensation,

•

administers our stock option plans,

•

approves the benefits provided to our executive officers and directors, and

•

establishes and reviews our management succession policies.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee met two times in 2008. This committee:

•

determines nominees to the Board in the manner described at “Nomination and Election of Directors,”

•

reviews our Board committee structure and members,

•

annually evaluates the Board,

•

approves any related party transactions as described at “Transactions with Related Persons,”

•

monitors director independence, and

•

reviews our corporate governance guidelines and code of business ethics.

Attendance at Meetings

The Board of Directors of TriCo met 11 times and the Board of Directors of Tri Counties Bank met 10 times during 2008. Each director attended at least 75% of the meetings of the Boards of Directors of both TriCo and Tri Counties Bank and the meetings of the committees of TriCo on which they served. In addition, our non-employee directors met one time in executive session to discuss our chief executive officer’s performance. Executive sessions are chaired by the independent director then serving as lead director. Mr. Casey was our lead director in 2008 and will continue to serve as lead director in 2009.

Our corporate governance guidelines provide that each director is expected to attend our annual shareholders meeting. In 2008, all of our directors attended the annual shareholders meeting.

Nomination and Election of Directors

Qualifications. Our nominating and corporate governance committee determines the director nominees for each annual meeting of shareholders using the criteria set forth in our corporate governance guidelines. Our guidelines provide that all directors must be committed to representing the long-term interests of our shareholders and possess:

•

the highest personal and professional ethics, integrity and values,

•

informed judgment,

•

sound business experience,

•

the ability to make independent analytical inquiries, and

•

an understanding of our business environment.

The committee has not established any specific minimum qualification standards for directors, except that no person may serve as a director who is 75 years of age or older at the time of election. However, the committee may identify certain skills or attributes as being particularly desirable for specific director nominees in order to complement the existing Board composition. To date the committee has identified and evaluated nominees for directors based on several factors, including:

•

referrals from our management, existing directors and advisors,

•

business or banking experience,

•

education,

•

leadership abilities,

•

professional reputation and affiliation, and

•

personal interviews.

We do not currently pay any fee to a third party to identify or evaluate potential director nominees, although we may retain search firms in the future to assist in finding qualified candidates. Our newest director, Ms. Walker, was recommended to the committee by our chairman, Mr. Casey.

Shareholder Nominations. The committee will consider nominees recommended by shareholders if the recommendation is made with the proposed nominee’s consent and includes sufficient information for, and is made early enough to allow, the committee to complete the evaluation process. Section 15 of our bylaws provides that formal nomination for election of directors may be made by the Board of Directors or by any shareholder of any outstanding class of our capital stock entitled to vote for the election of directors. Notice of intention to make any nominations must be made in writing and be delivered or mailed to our president not less than 21 days or more than 60 days prior to any meeting of shareholders called for the election of directors. If less than 21 days’ notice of the meeting is given to shareholders, the notice of intention to nominate shall be mailed or delivered to TriCo’s president not later than the tenth day following the day on which the notice of meeting was mailed. If notice of the meeting is sent by third-class mail as permitted by Section 6 of the bylaws, no notice of intention to make nominations shall be required. The notification shall contain the following information to the extent known to the notifying shareholder:

•

the name and address of each proposed nominee,

•

the principal occupation of each proposed nominee,

•

the number of shares of capital stock of TriCo owned by each proposed nominee,

•

the name and residence address of the notifying shareholder, and

•

the number of shares of TriCo stock owned by the notifying shareholder.

Nominations not made in accordance with Section 15 of the bylaws may, in the discretion of the chairman of the meeting, be disregarded. Nominees recommended by shareholders are evaluated in the same manner as other nominees. We have not received any proposals for director nominees from shareholders for this election.

Cumulative Voting. Each shareholder may cumulate votes in the election of directors. This means that a shareholder may cast votes for the number of shares owned multiplied by the number of directors to be elected. For example, if you own 1,000 shares, you could cast 12,000 votes because we will be electing twelve directors at the meeting. You could cast those votes for a single candidate or distribute your votes among any or all of the candidates. However, you may not cumulate votes for a candidate unless that candidate has been properly nominated prior to the voting and you have given notice of your intention to cumulate your votes. You must express your intention to cumulate votes at the meeting prior to the election. If any shareholder gives notice to cumulate his shares, all other shareholders shall be allowed to cumulate their votes as well. We will provide an opportunity at the meeting for any shareholder who desires to cumulate votes to announce his intention to do so. We are soliciting, by your proxy, the discretionary authority to vote proxies cumulatively. The twelve nominees receiving the highest number of votes will be elected as directors.

Compensation and Management Succession Committee Interlocks and Insider Participation

No member of our compensation and management succession committee is an officer, former officer or employee of TriCo or Tri Counties Bank. No executive officer of TriCo had any interlocking relationship with any other for-profit entity during 2008, including serving on the compensation committee for any other for-profit entity.

COMPENSATION OF DIRECTORS

Director Compensation for 2008

The following table summarizes the compensation paid by TriCo to our non-employee directors in 2008:

										Change in
										pension
										value and
										nonqualified
										deferred
		Fees earned or				Option				compensation				All other
		paid in cash				awards				earnings				compensation				Total
Name (1)		($) (2)				($) (3)				($) (4)				($) (5)				($)
William J. Casey			24,000				18,459	(6)			0				1,127				43,586
Donald J. Amaral			21,600				20,372	(6)			5,428				560				47,960
L. Gage Chrysler III			15,000				22,678	(7)			6,578				0				44,256
Craig S. Compton			18,000				14,767	(8)			0				613				33,380
John S. A. Hasbrook			18,000				14,767	(8)			1,454				479				34,700
Michael W. Koehnen			18,000				14,767	(8)			1,237				456				34,460
Donald E. Murphy			18,000				13,519	(9)			0				743				32,262
Steve G. Nettleton			18,000				17,004	(10)			8,746				9,920				53,670
Carroll R. Taresh			18,000				14,055	(11)			7,972	(12)			3,031				37,681
Alex A. Vereschagin, Jr.			18,000				13,519				14,155	(13)			433				40,623
W. Virginia Walker (14)			0				0				0				0				0

In addition, each director has an indemnity agreement under which TriCo will indemnify the director against claims arising or relating to his or her service as a director, was covered by directors’ and officers’ liability insurance and was reimbursed for expenses incurred in connection with attendance at Board meetings (including expenses related to spouses when spouses are invited to attend Board events).

Deferred Compensation Plans

In 2005 we adopted a deferred compensation plan permitting our directors to defer payment of their retainer fees until retirement, termination of directorship or death. A director can defer up to a lifetime maximum of $1.5 million for all deferrals under this plan and our predecessor plan which permitted director deferrals from 1992 until 2004. A director who elects to defer retainer fees for any year must defer a minimum of $200 per month. In 2008 none of the directors elected to defer any of their retainer fees. The plan also permits us to make discretionary contributions to a director’s account. To date, we have not made any discretionary contributions on behalf of any directors. A director’s plan benefit is payable upon the director’s retirement, the termination of directorship or death. All distributions under the plan are subject to the rules of Section 409A of the Internal Revenue Code. The plan is nonqualified, unsecured and unfunded.

Until December 31, 2008, a director’s account under the plan was credited with interest each month at a rate that is 3% higher than the monthly equivalent of the annual yield of the Moody’s average corporate bond yield index for the preceding month. Beginning January 1, 2009, the rate for the monthly interest credit to a director’s account was reduced to 1% higher than the monthly equivalent of the annual yield of the Moody’s corporate bond yield index for the preceding month. From the time that a director leaves our Board and until benefits are paid, a director’s account under the plan is credited with interest each month at the monthly equivalent of the annual yield of the Moody’s average corporate bond yield index for the preceding month. A director is immediately 100% vested in any deferrals and any related interest on those deferrals. We determine the vesting rate for any discretionary contributions credited to a director’s account and any related interest. Notwithstanding the foregoing, if a director is removed for cause, our compensation and management succession committee can decide whether the interest credited to the director’s account with respect to any deferrals and our discretionary contributions, if any, are forfeited.

Any deferrals made by a director and any discretionary contributions credited by us prior to January 1, 2005, and any related interest, are governed by a predecessor deferred compensation plan for directors that we adopted in 1992. The 1992 plan is similar to the 2005 plan in most respects.

Director Supplemental Retirement Plan

In 2004 we adopted a supplemental retirement plan to provide additional retirement benefits to directors who retire on or after January 1, 2004. This plan replaced our supplemental retirement plan for directors originally adopted in 1987 and any benefit accrued by a director as of December 31, 2003 under this earlier plan will be paid under the terms of the 2004 plan. The plan is not being offered to directors appointed after 2007. However, any of the eligible outside directors who attains “director emeritus” status become qualified to participate in the 2004 plan. A participating director retiring on or after age 55 with at least 15 years of service, or after a change of control with any number of years of service, can receive an annual lifetime benefit equal to the amount of his base Board fees paid by us during the final year of service. The amount of the retirement benefit is reduced for each month that the benefit commencement date precedes the director’s 65th birthday. A director’s annual benefit payments under the plan begin the month after retirement. If a director is involuntarily removed, all benefits under this plan are forfeited. The plan is nonqualified, unsecured and unfunded.

Split Dollar Life Insurance

We have entered into joint beneficiary agreements with all of our directors, except for Mr. Nettleton, Mr. Chrysler and Ms. Walker. These agreements provide that TriCo owns and pays premiums on a split dollar life insurance policy to provide various death benefits in certain circumstances to the beneficiaries named by each of these directors.

OWNERSHIP OF VOTING SECURITIES

This chart shows the common stock ownership for each TriCo director and director nominee, the current executive officers named on page 24, and owners of more than 5 percent of our outstanding common stock as of March 31, 2009. Each shareholder has direct ownership and sole voting and investment power for the shares listed unless otherwise noted. The share amounts have been rounded to the nearest full share and include stock options granted under TriCo’s stock option plans which are exercisable through May 30, 2009.

		Common stock ownership
		not including								Common stock ownership including
		stock owned as a trustee of the ESOP								stock owned as a trustee of the ESOP
						Percentage of				Number of shares				Percentage of
		Number of shares				common stock				beneficially				common stock
Beneficial owners		beneficially owned				outstanding				owned				outstanding
5% Holder TriCo Bancshares			1,235,306	(1)			7.83	%			1,235,306	(1)			7.83	%
Employee Stock Ownership Plan and Trust (ESOP) 63 Constitution Drive Chico, CA 95973
Columbia Wanger Asset Mgmt., L.P.			1,377,000				8.72	%			1,377,000				8.72	%
227 West Monroe Street, Suite 3000 Chicago, IL 60606
Directors and Named Executive Officers
Donald J. Amaral			45,500	(2)				*			45,500	(2)				*
Daniel Bailey			22,637	(3)				*			22,637	(3)				*
Craig Carney			109,180	(4)				*			109,180	(4)				*
William J. Casey			641,948	(5)			4.06	%			1,877,254	(5)(6)			11.89	%
L. Gage Chrysler III			26,534	(7)				*			26,534	(7)				*
Craig S. Compton			236,598	(8)			1.50	%			236,598	(8)			1.50	%
John S. A. Hasbrook			45,137	(9)				*			45,137	(9)				*
Michael W. Koehnen			148,189	(10)				*			148,189	(10)				*
Donald E. Murphy			192,282	(11)			1.22	%			192,282	(11)			1.22	%
Steve G. Nettleton			230,959	(12)			1.46	%			230,959	(12)			1.46	%
Richard O’Sullivan			203,570	(13)			1.29	%			203.570	(13)			1.29	%
Thomas J. Reddish			214,534	(14)			1.34	%			214,534	(14)			1.34	%
Richard P. Smith			555,357	(15)			3.42	%			1,790,663	(15)(6)			11.23	%
Carroll R. Taresh			148,444	(16)				*			148,444	(16)				*
Alex A. Vereschagin, Jr.			85,669	(17)				*			1,320,975	(17)(6)			8.37	%
W. Virginia Walker			0	(18)				*			0	(18)				*
All TriCo Directors and executive			3,020,915	(19)			17.80	%			4,256,221	(19)			25.19	%
officers as a group (18 persons)

EXECUTIVE OFFICERS

The following persons are currently serving as executive officers and senior management of both TriCo and Tri Counties Bank.

Richard P. Smith

Information about Mr. Smith can be found at “Board of Directors.”

Richard O’Sullivan

Richard O’Sullivan, age 52, has been executive vice president—wholesale banking of Tri Counties Bank since 1997. He was our senior vice president—customer sales and service from 1995 to 1997. He served as vice president and manager of our Park Plaza branch from 1992 until 1995. Mr. O’Sullivan is also a partner in a family farm and a board member of the Boys and Girls Club of the North Valley.

Daniel K. Bailey

Daniel K. Bailey, age 40, was appointed executive vice president—retail banking of Tri Counties Bank in May 2007. Prior to joining Tri Counties Bank, Mr. Bailey spent more than fifteen years at Wells Fargo in numerous senior management positions. His most recent position with Wells Fargo was senior vice president, Northern California Region Initiatives Manager.

Thomas J. Reddish

Tom Reddish, age 49, has served as vice president and chief financial officer of both TriCo and Tri Counties Bank since 1999. Mr. Reddish became senior vice president in 2003 and executive vice president in 2006. He was vice president and controller of TriCo and vice president of Tri Counties Bank from 1998 until 1999. He served as controller of Tri Counties Bank from 1994 until 1998.

Craig Carney

Craig Carney, age 50, has served as executive vice president and chief credit officer of Tri Counties Bank since 2007. From 1997 until 2007 he was senior vice president and chief credit officer of Tri Counties Bank. From 1985 to 1996 Mr. Carney was employed by Wells Fargo Bank in various lending capacities. His most recent position with Wells Fargo was as vice president, senior lender in commercial banking from 1991 to 1996. Mr. Carney served as a consultant to Tri Counties Bank from 1996 until his employment in 1997.

Richard A. Miller

Rick Miller, age 65, has served as senior vice president and director of human resources of Tri Counties Bank since 2001. From 1998 to 2001 he served as senior vice president and chief administrative officer of Key Equipment Finance Group. From 1983 to 1998 Mr. Miller held a variety of senior human resource positions at Bank of America, US Leasing and World Savings.

Raymond Rios

Ray Rios, age 52, has served as senior vice president, chief information officer, since 2005. From 1983 through 1994 Mr. Rios served in a variety of positions in our information technology department and from 1997 to 2005 he was manager—information systems of Tri Counties Bank.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy

TriCo’s executive compensation program is designed to maximize shareholder value by aligning compensation with TriCo’s performance and to attract, retain, motivate and reward a highly qualified executive management team. The compensation and management succession committee believes that these objectives can best be met by linking compensation to the achievement of both individual and corporate performance.

The underlying philosophy behind our compensation program is very straightforward: we pay competitive salaries and reward executives for enhancement of shareholder value and sustained individual superior performance. Consistent with this philosophy is our commitment to offer fair pay based on the respective roles of our executives, the market value of their jobs and the opportunity to earn additional cash and non-cash compensation when they provide superior performance.

Role of the Compensation and Management Succession Committee

The committee has the primary authority to determine TriCo’s compensation philosophy and to establish compensation for Richard P. Smith, our chief executive officer, and our other executive officers. Each component of compensation for our executives is generally administered under the direction of our committee and is reviewed on an annual basis to ensure that remuneration levels and benefits are competitive and reasonable using the guidelines described below. In determining each level of compensation and the total compensation package, the committee reviews a variety of sources to determine and set compensation. Mr. Smith aids the committee by providing annual recommendations regarding the compensation of all executive officers, other than himself. The committee can exercise its discretion in modifying any recommended adjustments or awards to the executives. Each executive also participates in an annual performance review with Mr. Smith to provide input about his contributions to TriCo’s success for the period being assessed.

While the committee does not set compensation at specific percentage levels compared to the market, the committee does seek to provide salary, incentive compensation opportunities and employee benefits that fall within the average practice of our competitors. The committee periodically, and as warranted, considers compensation levels of executives with similar qualifications and experience at banks of similar size located in California. In 2006 the committee retained Mercer Human Resource Consulting, LLC, an independent human resources consulting firm, to identify a peer group of competitive companies as a baseline comparitor to which we referred when establishing executive compensation on a go forward basis. The compensation peer group consisted of 14 publicly traded and privately held bank holding companies in California which the committee believed were similar to TriCo in terms of total assets, net income, market capitalization and shareholder return. These companies were Capital Corp of the West, Center Financial Corp, CVB Financial Group, Farmers & Merchants Bancorp, First Community Bancorp, First Regional Bancorp, ITLA Capital Corp., Mid-State Bancshares, Nara Bancorp, Inc., Pacific Capital Bancorp, SVB Financial Group, Vineyard National Bancorp, Westamerica Bancorporation and Wilshire Bancorp, Inc.

Surveys prepared by management are also used periodically to ensure that TriCo is maintaining its labor market competitiveness. These surveys compare our compensation programs to the compensation programs of similarly-sized bank holding companies located in California.

Compensation Program Components

The compensation program for our executives consists of three fundamental components:

•

base salary,

•

annual performance-based incentive compensation consisting of a cash bonus, and

•

long-term incentive compensation composed of equity-based awards intended to reward executives for the enhancement of shareholder value and promote retention.

This program enables us to tie executive compensation to TriCo’s performance, reward individual performance and attract and retain a highly-qualified executive management team. As a result, the committee believes that this program best serves the interests of TriCo and our shareholders. The particular elements of our compensation programs are set forth below. Each executive’s current and prior compensation is considered in setting future compensation.

A percentage of total compensation is allocated to incentives as a result of our philosophy. We have no pre-established policy or target for the allocation between either cash and non-cash, or short- and long-term, incentive compensation. Based on the summary compensation table on page 24, compensation for the named executive officers in 2008 and 2007 was allocated as follows (excluding the change in pension value and nonqualified deferred compensation earnings):

		Mix of Total Compensation
		2008				2007
Base salaries			72.6	%			57.6	%
Short-term incentives (annual incentive bonuses)			0	%			16.6	%
Long-term incentives (stock options)			18.5	%			17.6	%
Benefits			8.8	%			8.2	%
			100.0	%			100.0	%

Base Salaries

The committee reviews and adjusts base salaries annually to realign them with market and industry levels after taking into account TriCo’s general financial performance and the executive’s responsibilities, experience and future potential. The committee seeks to establish base salaries that are within the range of salaries for persons holding similarly responsible positions at other banks and bank holding companies located in California.

The committee reviewed TriCo’s general financial performance when determining to increase Mr. Smith’s salary 4% from $465,088 in 2007 to $483,691 in 2008.

In 2008 the committee increased our other named executives’ base salaries by 3% from salaries paid in 2007. Based upon information captured through a variety of sources to include Watson Wyatt, ORC (SIRS), California Bankers Association and Mercer regarding market ranges for salaries of equivalent positions at peer group companies, we believe that we compensate our executives equitably when compared to competitive companies.

Annual Incentive Bonuses

It is the committee’s objective to have a substantial portion of each executive’s compensation contingent upon TriCo’s performance as well as upon the executive’s own level of performance and contribution toward TriCo’s performance. We utilize annual cash bonuses to align executive compensation with our business objectives and TriCo’s performance. Placing an emphasis on incentive compensation is consistent with our philosophy of rewarding executives for TriCo’s performance.

CEO Incentive Plan. Under our CEO Incentive Plan approved in May 2007, Mr. Smith was eligible to receive an annual incentive bonus if certain budgeted corporate goals were achieved. The potential incentive bonus for Mr. Smith’s performance in 2008 ranged from 0% to 100% of his base salary. If TriCo achieved less than 90% of its budgeted corporate goals, Mr. Smith would not be entitled to a bonus. If TriCo achieved substantially all of the following corporate goals, Mr. Smith would be entitled to a bonus of 50% of his annual salary. If TriCo achieved 120% or more of these budgeted corporate goals, Mr. Smith would be entitled to a bonus of 100% of his annual salary. Mr. Smith’s annual incentive bonus was determined on the basis of TriCo’s achievement of the following budgeted corporate performance goals in 2008:

	•		net income of approximately $24,822,000,
	•		maintain high asset and liability quality pursuant to regulatory guidelines, and
	•		diluted earnings per share of $1.53.

The committee retains discretion regarding the determinations as to whether TriCo reached these goals. In February 2009, the committee determined that TriCo achieved approximately 68% of its budgeted corporate goals for 2008 and thus Mr. Smith was not awarded an incentive bonus. For 2009 performance, the committee has determined that Mr. Smith’s potential incentive bonus will range from 0% to 100% of Mr. Smith’s base salary depending on TriCo’s achievement of budgeted corporate performance goals, personal leadership traits, and other items such as results of examinations and audits.

Other Executives. The committee provides incentive compensation to our other executives in the form of an annual cash bonus. There is no pre-established policy or target for the determination of the amount of the incentive bonus compensation for our other executives. Although the achievement of certain financial objectives as measured by TriCo’s earnings are considered in determining incentive bonus compensation, other subjective and less quantifiable criteria are also considered. In this regard, the committee takes into account specific achievements that are expected to affect our future earnings and results or that have an identifiable impact on the prior year’s results. In March 2009 none of our other named executive officers received bonuses of their base salaries for their performance in 2008, as set forth in the summary compensation table on page 24.

Stock Option Grants

The committee provides long-term incentive compensation to our executive officers through the grant of stock options under our 2001 stock option plan described on page 26. In accordance with our philosophy, the use of stock options is intended to provide incentives to our executive officers to work toward the long-term growth of TriCo by providing them with a benefit that will increase only to the extent that the value of our common stock increases. Since the value of an option bears a direct relationship to TriCo’s stock price, the committee believes it is an effective long-term incentive to create value for shareholders and appropriately align the interests of our executives with the interest of our shareholders. The grant of stock options also serves as a long-term retention incentive for our executives with the four-year and five-year vesting schedules imposed by the committee.

Option awards are made at the regular committee meetings. The effective date for all grants is the date that the committee approves the grant and all key terms have been determined. The committee grants stock options to our executives, including the CEO, on the date of our annual shareholders’ meeting each year. The committee may also grant stock options in its discretion in connection with the hiring of a new executive officer or other employee or to address other special circumstances. The exercise price for stock option grants is determined by reference to the last quoted price per share on The Nasdaq Global Select Market at the close of business on the date of grant. Our annual shareholders’ meeting typically occurs within four weeks after the official announcement of our first quarter results so that the stock option exercise price will reflect a fully informed market price. Each grant allows the executive to acquire shares of common stock over the term of the option, typically ten years, subject vesting over a specified period of time, typically four to five years. Accordingly, the option will provide a return to the executive only if the market price of the shares appreciates over the option term.

The number of options granted each year by the committee to an executive is not set, but is based on a subjective evaluation of:

	•		the perceived incentive that the grant will provide,
	•		the executive’s prior performance and level of responsibility,
	•		the benefit that the grant may have on long-term shareholder value, and
	•		the value of the stock option at the time of grant.

The committee views the grant of options as a retention device and therefore also reviews the status of vesting and the number of vested versus unvested options held by an executive at the time of grant and the annual option grants made to executives at our peer group companies.

In 2008 the committee granted Mr. Smith stock options to purchase 12,000 shares of our common stock which will vest ratably over a five-year period. In 2008 Mr. Smith also received options for 2,000 shares of our common stock for his re-election to the Board which will vest on the first anniversary of the date of grant. The committee granted stock options for the following number of shares to our other executives in 2008: Mr. Bailey 5,000 shares, Mr. Carney 4,000 shares, Mr. O’Sullivan 8,000 shares, Mr. Reddish 8,500 shares, and Mr. Rios 2,800 shares. These shares vest ratably over a five-year period. We do not currently maintain any equity or other security ownership guidelines or requirements for our executives.

Other Elements of Compensation and Perquisites

In order to attract and retain talented executives who will focus on achieving TriCo’s long-term goals, we provide to our executives, including Mr. Smith, the following benefits and perquisites:

Supplemental Executive Retirement Plan. TriCo maintains a supplemental executive retirement plan described at “Compensation of Named Executive Officers—Pension Benefits,” which provides our executives with benefits upon their retirement.

Deferred Compensation Plan. TriCo maintains a nonqualified, unsecured and unfunded executive deferred compensation plan, which is described at “Compensation of Named Executive Officers—Nonqualified Deferred Compensation.” This plan provides our executives with the opportunity to defer all or part of their salaries and bonuses until retirement, earlier termination from employment or death, in addition to any discretionary contribution or reoccurring contribution that we credit to his account. All amounts are credited with interest and are paid in the form and at the time elected by the executive, generally after the executive’s cessation of employment.

Change of Control Agreements. The change of control agreements described on page 32 protect income for our executives who would likely be involved in decisions regarding, and the successful implementation of, merger activity and would be at risk for a job loss if a change of control occurs. The committee believes it was important to adopt such agreements in order to provide an incentive for executives to remain employed with TriCo throughout the turmoil and uncertainty that an unsolicited tender offer or merger can cause. Such continuity in leadership benefits both our shareholders and employees. These agreements enable the executives to make decisions that are in the best interests of our shareholders without being distracted or influenced in the exercise of his business judgment by personal concerns. Change of control agreements are typically offered to executives in the marketplace and thus are necessary to attract and retain executives as well as protect shareholders’ interests. A change of control will also accelerate the vesting of all of the executives’ outstanding options and accelerate benefits under some of our benefit plans as described at “Compensation of Named Executive Officers—Potential Payments Upon Termination and Change of Control.”

ESOP Contributions. TriCo makes yearly contributions to each executive’s account under our employee stock ownership plan described at “Compensation of Named Executive Officers—ESOP.”

Defined Contribution Plan. TriCo offers a 401(k) savings plan to all eligible employees as described at “Compensation of Named Executive Officers—401(k).”

Long-term Care Insurance. TriCo has entered into long-term care agreements with each executive as described at “Compensation of Named Executive Officers—Long-Term Care Insurance.”

Medical Insurance. TriCo provides to each executive and their family such health, dental and vision insurance coverage as TriCo may from time to time make available to its other executives of the same level of employment. TriCo pays a portion of the premiums for this insurance for all employees.

Life and Disability Insurance. TriCo provides each officer such disability and/or life insurance as TriCo in its sole discretion determines from time to time to make available.

Other. TriCo makes available certain other perquisites to executives such as country club memberships and automobile allowances which are listed in the perquisites and personal benefits table on page 25. Although TriCo allows its executives officers and directors to utilize TriCo’s corporate airplane for personal use in limited circumstances, TriCo requires its executive officers and directors to reimburse TriCo for such personal use on an operating cost per flight hour which is predetermined each year. The hourly reimbursement rate represents the aggregate incremental cost to TriCo for such personal use and takes into account items such as maintenance and repair, operating expenses, the pilot’s salary, landing and ramp fees, fuel costs, airport taxes and crew travel expenses.

Revenue Code Section 162(m)

The committee considers the potential impact of section 162(m) of the Internal Revenue Code of 1986, as amended. Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for the chief executive officer and the other senior executive officers, other than performance based compensation that is approved by the shareholders of the corporation and that meets certain other technical requirements. Options granted under our 2001 stock option plan may not meet these requirements and it is therefore possible that an executive officer’s exercise of such options, either alone or combined with other compensation, could cause his annual compensation to exceed 162(m)’s limit for deductibility. Our 2009 Equity Incentive Plan is intended to be structured so that any compensation paid in connection with the exercise of options granted under the plan will qualify as performance-based compensation. Therefore, awards granted under the 2009 plan should not be subject to the $1 million deduction limitation in most cases.

TriCo’s policy is to generally to qualify compensation paid to executive officers for deductibility under the Internal Revenue Code including Section 162(m), but reserves the right to pay compensation that is not deductible. Based on current levels of compensation, and except as described above, no executive officer is expected to receive compensation for 2009 services that would be non-deductible under section 162(m) of the Internal Revenue Code.

Summary

The committee believes that our philosophy of aligning compensation with TriCo’s performance and individual superior performance was met and that the compensation for our executive officers has been competitive and comparable to the compensation received by executive officers of similarly-sized banks located in the western United States. In addition, TriCo’s executive compensation philosophy and programs support our overall objective to enhance shareholder value through profitable management of TriCo’s operations. The committee is firmly committed to the ongoing review and evaluation of our executive compensation program.

REPORT OF THE COMPENSATION AND MANAGEMENT SUCCESSION COMMITTEE

To Our Shareholders:

The compensation and management succession committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with TriCo’s management. Based on such review and discussion, the committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

This report shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A promulgated by the Commission or Section 18 of the Securities Exchange Act of 1934, as amended.

Respectfully submitted:

William J. Casey (Chairman)
Craig S. Compton
John S. A. Hasbrook
Michael Koehnen

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Summary Compensation Table

The following table presents information concerning all compensation earned in 2008, 2007 and 2006 by our principal executive officer, principal financial officer and the three other most highly compensated executive officers during 2008:

																										Change in
																										pension
																										value and
																						Non-				nonquali-
																						equity				fied
																						incentive				deferred
																						plan				compen-				All other
														Stock				Option				compensa-				sation				compensa-
Name and						Salary				Bonus				awards				awards				tion				earnings				tion				Total
principal position		Year				($)(1)				($)(2)				($)				($)(3)				($)				($)(4)				($)(5)				($)
Richard Smith,			2008				480,590				0				0				193,929				0				8,611				43,223				726,353
President and CEO			2007				465,088				0				0				215,977				116,272	(6)			258,792				42,806				1,098,935
			2006				447,200				0				0				138,365				223,600	(6)			115,740				43,307				968,212
Thomas Reddish,			2008				249,112				0				0				47,316				0				0				24,671				321,099
Executive Vice			2007				243,036				85,063				0				53,630				0				163,277				32,439				577,445
President and CFO			2006				232,190				116,844				0				46,238				0				16,900				29,512				441,684
Richard O’Sullivan,			2008				238,650				0				0				47,550				0				20,066				36,813				343,079
Executive Vice			2007				232,829				73,341				0				53,916				0				80,154				45,629				485,869
President—Wholesale			2006				224,599				79,117				0				46,238				0				12,323				40,922				403,199
Banking
Rick Hagstrom,			2008				232,901				0				0				0				0				753,124				32,104				1,018,129
Former Executive			2007				182,277				63,797				0				40,302				0				9,113	(8)			29,397				324,886
Vice President—COO			2006				174,143				70,106				0				33,124				0				201,103				36,583				515,059
and Enterprise Risk Management (7)
Craig Carney,			2008				193,712				0				0				28,056				0				7,174				25,821				254,763
Executive Vice			2007				188,982				39,687				0				37,297				0				60,513				36,208				362,687
President—Chief			2006				180,553				54,515				0				34,450				0				15,841				38,233				323,592
Credit Officer
Dan Bailey,			2008				192,771				0				0				88,447				0				15,109				29,994				326,321
Executive Vice			2007				118,750				75,000				0				52,500				0				0				7,500				253,750
President—Retail			2006				—				—				—				—				—				—				—				—
Banking (9)

Perquisites and Personal Benefits

														Personal
														use of																Total
						Automobile				Life				club								Long-				ESOP				perquisites
						use or				insurance				member-				TriCo				term care				contribu-				and other
						allowance				benefits				ships				Contributions				insurance				tions				personal
Name		Year				($) (A)				($) (B)				($)				($) (C)				($) (D)				($)(E)				benefits ($) (F)
Mr. Smith			2008				15,427				6,860				4,140				0				0				16,796				43,223
			2007				14,624				3,704				4,380				0				0				16,594				42,806
			2006				15,314				6,843				3,800				0				0				17,350				43,307
Mr. Reddish			2008				0				4,080				3,795				0				0				16,796				24,671
			2007				0				1,210				4,380				0				9,805				16,594				32,439
			2006				0				2,357				0				0				9,805				17,350				29,512
Mr. O’Sullivan			2008				12,000				3,941				4,320				0				0				16,552				36,813
			2007				12,000				1,217				4,380				0				9,897				16,594				45,629
			2006				7,745				2,440				3,490				0				9,897				17,350				40,922
Mr. Hagstrom			2008				0				1,209				4,140				0				9,968				16,787				32,104
			2007				0				1,241				4,380				0				9,969				13,357				29,397
			2006				0				2,356				7,422				3,102				9,969				13,734				36,583
Mr. Carney			2008				6,000				2,950				3,922				0				0				12,949				25,821
			2007				6,000				968				4,380				285				10,000				14,015				36,208
			2006				6,000				1,832				5,632				1,288				10,000				13,481				38,233
Mr. Bailey			2008				12,000				0				4,830				0				0				13,164				29,994
			2007				7,500				0				0				285				0				0				36,208
			2006				—				—				—				—				—				—				—

CEO Incentive Plan

Each year the Board adopts a CEO Incentive Plan providing for potential bonus compensation to our chief executive officer, Richard Smith, for his performance during that year. In 2008, the CEO Incentive Plan generally provided that Mr. Smith could earn a bonus equal to up to 100% of his 2008 salary if TriCo met certain pre-established performance goals. See “Compensation Discussion and Analysis—Annual Incentive Bonus” for a more detailed discussion of this plan. The compensation and management succession committee retains discretion regarding the determinations as to whether TriCo reached these goals.

Long-Term Care Insurance

In 2003 we entered into long-term care agreements with certain directors and executives which provide that TriCo will purchase long-term care insurance policies which are owned by the individual directors and executives. The long-term care insurance provides long-term care benefits if a participant becomes disabled or has a long-term medical condition. The agreements generally provide that if a participant’s service with TriCo terminates in certain circumstances, the participant will reimburse a percentage of the premium paid by TriCo based upon his years of service with TriCo or let the policy lapse. During 2008 we recognized an expense of $10,360 relating to the long-term care insurance.

ESOP

We have an employee stock ownership plan and trust for all employees completing at least 1,000 hours of service with TriCo or Tri Counties Bank. Annual contributions are made by TriCo in cash at the discretion of the Board. Contributions to the plan are held in trust and invested primarily in our common stock. Contributions are allocated to participants on the basis of salary in the year of allocation. In general, benefits become vested after six years.

401(k)

We have a 401(k) plan for all employees age 21 and over who complete at least 90 days of service with TriCo or Tri Counties Bank. Participants may contribute a portion of their compensation subject to certain limits based on federal tax laws. Participants may select between making regular pre-tax deferrals or Roth deferrals (effective January 1, 2008). TriCo has not made any matching contributions to the plan to date. Plan assets are held in trust. Participants can direct their investment contributions into one or more of 19 mutual funds. Generally, contributions are triggered by a participant’s retirement, disability, death or other separation from employment.

2001 Stock Option Plan

General. In 2001 we adopted a stock option plan for key officers, employees, directors and consultants, as subsequently approved by shareholders, which provides that an aggregate of 2,124,650 shares of our common stock may be granted under the plan. On March 31, 2009, there were options for 1,286,588 shares outstanding and 128,140 shares were available for future grant. Vesting schedules are determined individually for each grant. The stock options that we have issued to our executives were granted at exercise prices equal to the fair market value of TriCo stock on the date of grant. All stock options granted to date vest ratably over a five-year period beginning either on the grant date or the first anniversary of the grant date.

The committee may grant both incentive stock options, which can result in potentially favorable tax treatment to the participant, and non-qualified stock options. The committee determines the terms and vesting provisions, including the exercise price that may not be less than the fair market value of a share of common stock on the grant date. The maximum term of each option, the times at which each option will be exercisable, and the provisions requiring forfeiture of unexercised options following termination of employment generally are fixed by the committee, except that no option may have a term exceeding ten years. Incentive stock options that are granted to holders of more than 10% of our stock are subject to certain additional restrictions, including a five-year maximum term and a minimum exercise price of 110% of the fair market value on the date of grant.

Shares subject to options that are cancelled, expire unexercised, forfeited or otherwise terminated remain available for awards under the plan. The plan imposes individual limitations on the amount of certain awards so that no single participant may generally receive options in any calendar year that relate to more than $1 million. Finally, options may generally be adjusted to prevent dilution or enlargement of benefits when certain events occur, such as a stock dividend, reorganization, recapitalization, stock split, combination, merger or consolidation.

Eligibility and Administration. Current and prospective officers, employees, directors and consultants of TriCo or its subsidiaries or affiliates may be granted awards under the plan. As of March 31, 2009, approximately 709 individuals were eligible to participate in the plan. The plan is administered by our compensation and management succession committee. Awards to directors serving on the committee are determined and administered by the full Board of Directors. The committee may:

	•		select participants,
	•		determine the type and number of options to be granted,
	•		determine the exercise price and vesting period of any option,
	•		determine and later amend the terms and conditions of any option,
	•		interpret the rules relating to the plan, and
	•		otherwise administer the plan.

Director Options. A new director to the Board may receive options for up to 20,000 shares when first elected or appointed. These options become exercisable in five equal installments beginning on the first anniversary of the grant date. In addition, each director who is re-elected to the Board may receive up to 4,000 options upon re-election and each director who is appointed as chairman of the Board or chairman of our audit committee may receive options for 1,000 shares. These options are exercisable on the first anniversary of the grant date. The option price for all options granted to directors is the fair market value on the grant date. The Board determines the terms and conditions of any other options granted to directors.

Termination and Change of Control. See “Potential Payments Upon Termination or Change of Control.”

Amendment and Termination. The Board may amend, suspend or terminate the plan subject to applicable shareholder approval. The committee may waive any conditions or amend the terms of any option. However, the committee may not amend the terms of previously granted options to reduce the exercise price or cancel options and grant substitute options with a lower exercise price than the cancelled options. The committee also may not adversely affect the rights of any award holder without the award holder’s consent.

Federal Income Tax Consequences. Tax consequences to TriCo and to participants receiving options will vary with the type of option. The plan is not intended to be a “qualified plan” under Section 401(a) of the Internal Revenue Code.

1995 Stock Option Plan

In 1995 we adopted a stock option plan for key employees. On March 31, 2009, there were options for 85,000 shares outstanding under this plan and no additional options were available for grant. Vesting schedules were determined individually for each grant under both plans. The material terms of this plan are similar to our 2001 stock option plan.

Grants of Plan-Based Awards for 2008

The following table presents information concerning plan-based awards granted to each named executive in 2008:

																														All other
																														option
						Estimated possible												Estimated future												awards:				Exercise				Grant
						payouts under non-equity												payouts under equity												number of				or base				date fair
						incentive plan awards												incentive plan awards												securities				price of				value of
						Thresh-								Maxi-				Thresh-								Maxi-				underlying				option				option
		Grant				old				Target				mum				old				Target				mum				options				awards				award
Name		Date				($)				($)				($)				(#)				(#)				(#)				(#)				($/Sh)				($)
Mr. Smith			05-20-08				—				—				—				—				—				—				2,000	(1)		$	15.40			$	8,820
			05-20-08				—				—				—				—				—				—				12,000	(2)		$	15.40			$	52,920
			05-20-08	(3)			—				240,295				480,590				—				—				—				—				—				—
Mr. Reddish			05-20-08				—				—				—				—				—				—				8,500	(2)		$	15.40			$	37,485
Mr. O’Sullivan			05-20-08				—				—				—				—				—				—				8,000	(2)		$	15.40			$	35,280
Mr. Hagstrom			05-20-08				—				—				—				—				—				—				0				—			$	0
Mr. Carney			05-20-08				—				—				—				—				—				—				4,000	(2)		$	15.40			$	17,640
Mr. Bailey			05-20-08				—				—				—				—				—				—				5,000	(2)		$	15.40			$	22,050

Outstanding Equity Awards at 2008 Fiscal Year-End

The following table presents information for all stock option awards held by the named executives as of December 31, 2008. There are no stock awards outstanding for any of the named executives. All stock options vest in five equal installments each year beginning on the grant date unless indicated otherwise in the chart below.

		Option Awards
										Equity incentive
						Number of				plan
		Number of				securities				awards: number of
		securities				underlying				securities
		underlying				unexercised				underlying
		unexercised options				options				unexercised unearned				Option exercise				Option
		(#)				(#)				options				price				expiration
Name		exercisable				unexercisable				(#)				($)(1)				date
Mr. Smith			60,000				—				—				8.06				02-18-2010
			4,000				—				—				8.05				05-08-2011
			200,000				—				—				8.20				06-12-2011
			4,000				—				—				12.13				05-14-2012
			4,000				—				—				12.60				05-13-2013
			100,000				—				—				12.71				07-08-2013
			51,520				—				—				17.38				02-17-2014
			4,000				—				—				17.40				05-04-2014
			4,000				—				—				20.58				05-24-2015
			4,000				—				—				25.91				05-23-2016
			18,000				27,000	(2)			—				24.46				08-22-2016
			4,000				—				—				22.54				05-22-2017
			9,000				36,000	(3)			—				22.54				05-22-2017
			—				2,000	(4)			—				15.40				05-20-2018
			—				12,000	(5)			—				15.40				05-20-2018
Mr. Reddish			25,000				—				—				8.06				02-18-2010
			80,000				—				—				8.20				06-12-2011
			40,000				—				—				12.71				07-08-2013
			25,000				—				—				17.38				02-17-2014
			8,000				2,000	(6)			—				19.35				02-22-2015
			3,820				15,280	(3)			—				22.54				05-22-2017
			—				8,500	(5)			—				15.40				05-20-2018
Mr. O’Sullivan			5,000				—				—				17.38				02-17-2014
			8,000				2,000	(6)			—				19.35				02-22-2015
			3,880				15,520	(5)			—				22.54				05-22-2017
			—				8,000	(5)			—				15.40				05-20-2018
Mr. Hagstrom			8,000				—				—				12.71				03-31-2009	(7)
			21,573				—				—				17.38				03-31-2009	(7)
			5,330				—				—				19.35				03-31-2009	(7)
			2,640				—				—				22.54				03-31-2009	(7)
Mr. Carney			33,420				—				—				8.20				06-12-2011
			20,000				—				—				12.71				07-08-2013
			20,000				—				—				17.38				02-17-2014
			6,000				1,500	(6)			—				19.35				02-22-2015
			2,090				8,360	(3)			—				22.54				05-22-2017
			—				4,000	(5)			—				15.40				05-20-2018
Mr. Bailey			10,500				42,000	(3)			—				22.54				05-22-2017
			—				5,000	(5)			—				15.40				05-20-2018