UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

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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 3, 2011, TriCo Bancshares will hold its annual meeting of shareholders at its headquarters located at 63 Constitution Drive, Chico, California. The meeting will begin at 5:00 p.m. Pacific Time.

Shareholders who owned shares of our stock at the close of business on March 11, 2011, may attend and vote at the meeting. At the meeting, shareholders will be asked to:

1.

Elect nine directors for terms expiring at the 2012 annual meeting of shareholders.

2.

Approve an advisory resolution concerning the compensation of our executives.

3.

Vote, on an advisory basis, on the frequency of future advisory votes concerning the compensation of our executives.

4.

Ratify the selection of Moss Adams LLP as our principal independent auditor for 2011.

5.

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 2010 annual report is enclosed. We are mailing these proxy materials to shareholders beginning on or about March 25, 2011.

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.

		By Order of the Board of Directors,
		Alex A. Vereschagin, Jr.
		Secretary

Chico, California
March 23, 2011

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 AT THE ANNUAL MEETING			4
BOARD OF DIRECTORS			6
CORPORATE GOVERNANCE, BOARD NOMINATION AND BOARD COMMITTEES			9
COMPENSATION OF DIRECTORS			14
OWNERSHIP OF VOTING SECURITIES			16
EXECUTIVE OFFICERS			18
COMPENSATION OF NAMED EXECUTIVE OFFICERS			19
COMPENSATION DISCUSSION AND ANALYSIS			33
REPORT OF THE COMPENSATION AND MANAGEMENT SUCCESSION COMMITTEE			38
REPORT OF THE AUDIT COMMITTEE			39
PRINCIPAL INDEPENDENT AUDITOR			41
OTHER INFORMATION			42

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 its annual meeting of shareholders which will take place on May 3, 2011. 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 2010 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 11, 2011, may vote at the meeting. As of the record date, 15,860,138 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 nine nominees to serve on our Board of Directors for terms expiring at the next annual meeting, to approve an advisory resolution concerning executive compensation, on an advisory proposal concerning the frequency of future advisory votes on executive compensation and to ratify the selection of Moss Adams LLP as our principal independent auditor for 2011.

6.

Q:

How does the Board of Directors recommend I vote?

A:

The Board of Directors recommends that you vote your shares (1) FOR each of the nine director nominees named in this proxy statement, (2) FOR approval, on advisory basis, of the compensation of our executives as disclosed in this proxy statement, (3) for future advisory votes on executive compensation to be held every three years and (4) FOR ratification of Moss Adams LLP as our principal independent auditor for 2011.

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 marked FOR all of the director nominees or 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 advisory vote concerning executive compensation and on the vote on the ratification of Moss Adams LLP as our principal independent auditor for 2011. On the advisory vote concerning the frequency of future advisory votes on executive compensation, you may vote that future votes be held every ONE, TWO or THREE years, or you may ABSTAIN from voting.

9.

Q:

How are abstentions and broker non-votes treated?

A:

Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the Meeting. Abstentions will not impact the election of directors or the advisory vote on the frequency of future advisory votes on executive compensation, but will have the same effect as a vote against each of the other 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 broker, bank 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. If you are a shareholder of record, 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 11, 2011, 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 nine directors, the advisory vote on the compensation of our executives, the advisory vote on the frequency of future advisory votes on the executive compensation and the ratification of Moss Adams LLP as our principal independent auditor for 2011. 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 a report on Form 8-K to be filed with the Securities and Exchange Commission following the meeting.

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 2012 annual meeting due?

A:

All shareholder proposals to be considered for inclusion in our proxy statement for the 2012 annual meeting must be received at our principal office by November 25, 2011. 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 AT THE ANNUAL MEETING

1.

Election of Directors

Nine directors will be elected this year for terms expiring at our annual meeting in 2011. Each nominee is currently serving as a director of TriCo. The nominees for election are:

	Donald J. Amaral		William J. Casey		Craig S. Compton
	L. Gage Chrysler III		John S. A. Hasbrook		Michael W. Koehnen
	Richard P. Smith		Carroll R. Taresh		W. Virginia Walker

The nine 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. The biographies also describe the experience, qualifications, attributes or skills that led us to conclude that each nominee should serve as a director of the company.

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 nine nominees.

2.

Advisory Vote Concerning Executive Compensation

We are asking our shareholders to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers as disclosed in this proxy statement. At the meeting, shareholders will have the opportunity to endorse or not endorse our executive compensation programs through an advisory vote on the following resolution:

“RESOLVED, that the company’s shareholders approve the compensation of the named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and related disclosures in the proxy statement.”

Detailed information about the compensation of our executive officers is included in the sections titled “Compensation of Named Executive Officers” beginning on page 19 and Compensation Discussion and Analysis,” beginning on page 33. Our executive compensation programs are designed to attract and retain well-qualified executives and to link executive officer compensation to and to reward executive officers for the Company’s financial performance and the creation of shareholder value. We believe that our executive compensation programs achieve these objectives.

The Board will consider the resolution to be adopted if approved by the affirmative vote of a majority of those shareholders present and voting on the proposal. As an advisory vote, this proposal is not binding on TriCo. However, our Board of Directors and our compensation and management succession committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions regarding the our named executive officers.

The Board recommends a vote FOR approval of the advisory resolution concerning executive compensation.

3.

Advisory Vote Concerning the Frequency of Future Advisory Votes Concerning Executive Compensation

At the meeting, shareholders will be asked to vote, on an advisory (non-binding) basis, as to whether future advisory votes on our executive compensation should occur every one, two or three years.

Our executive compensation programs are based on our long-term business strategy, which is most appropriately reflected with a three year time frame. As described in the section titled Compensation Discussion and Analysis beginning on page 33, one of the core principles of our executive compensation is creating sustainable long-term incentives for performance. We believe that having an advisory vote once every three years is consistent with our long-term approach because it allows shareholders to review TriCo’s performance over a period of years and to express their views on a long term basis.

We review our executive compensation programs on an annual or more frequent basis to consider whether executive compensation is designed and implemented and delivering the appropriate value to our executive officers and shareholders and we will continue to do so regardless of the frequency of future advisory votes on executive compensation.

The Board will consider the option (i.e., one, two or three years) receiving the most votes to be approved by shareholders. As an advisory vote, this proposal is not binding on TriCo, and the Board of Directors or the Nominating and Corporate Governance Committee may decide that it is in the best interests of shareholders and TriCo to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders.

The Board recommends that shareholders vote for future advisory proposals regarding
executive compensation to be held once every THREE years.

4.

Ratification of Selection of Principal Independent Auditor

Our audit committee has selected the firm of Moss Adams LLP as our principal independent auditor for 2011. Moss Adams has served as our principal independent auditor since 2007. Representatives of Moss Adams will be present at the meeting and will have the opportunity to make a statement and to answer appropriate questions.

The affirmative vote of a majority of those shareholders present and voting will ratify the selection of Moss Adams as our principal independent auditor. If shareholders fail to ratify the appointment of Moss Adams LLP, 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 following audit services were performed by Moss Adams for the year ended December 31, 2010:

•

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 Adams’ services for TriCo in 2010 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 2011.

BOARD OF DIRECTORS

The following nine persons are nominated for election as directors at our annual meeting. Each currently serves as a member of the Board of Directors of both TriCo Bancshares and Tri Counties Bank, TriCo’s wholly owned subsidiary. These directors also serve on committees of the Board of Directors of Tri Counties Bank in addition to the TriCo Board committees discussed below.

William J. Casey

William J. Casey, age 66, 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 has an MPA degree from the University of Southern California. He has served on the audit committees of other public companies.

We have nominated Mr. Casey because we believe that his leadership qualities, knowledge and experience on the boards of other public companies are important to the board’s effectiveness and in his role as Chairman. In addition, his knowledge of corporate governance and finance and accounting make him well-suited to serve on our nominating and corporate governance and or audit committees.

Donald J. Amaral

Donald J. Amaral, age 58, has been a director since 2003. Mr. Amaral is chairman of our audit committee and a member of our compensation and management succession committee and 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 served as chief executive officer and chief financial officer of various companies for over 25 years.

We have nominated Mr. Amaral because his education, knowledge and experience allow him to provide the board with insight regarding financial and accounting matters and to serve on our audit committee as an audit committee expert. In addition we believe that his professional experience and leadership qualities contribute to the effectiveness of the Board and the committees on which he serves.

L. Gage Chrysler III

L. Gage Chrysler III, age 57, has been a director since 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.

We nominated Mr. Chrysler because of his leadership experience and community involvement. In addition, his experience in construction allows him to provide valuable insights to the Board concerning construction lending and the state of the construction industry and real estate markets generally.

Craig S. Compton

Craig S. Compton, age 55, 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. He holds a B.S. in Business Administration from California State University, Chico.

We nominated Mr. Compton based on his leadership experience and community involvement. His business background as a chief executive officer, chief financial officer and business owner contribute to his effective service as a board member and as a member of our compensation and management succession committee and our nominating and corporate governance committee.

John S. A. Hasbrook

John S. A. Hasbrook, age 51, 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, marketing 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. He is a Board Member of Sutter Medical Foundation, a former comptroller of the California Wine Commission and former corporate account officer at Bank of America where he worked for three years.

We nominated Mr. Hasbrook because of his experience in the area of finance, marketing and banking. His broad business experience and community involvement provides the board with valuable insights concerning the primary communities in which the bank operates and the agricultural industry in particular.

Michael W. Koehnen

Michael W. Koehnen, age 50, 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.

We nominated Mr. Koehnen because of his leadership experience and knowledge of corporate governance and compensation-related matters. In addition, his involvement in businesses related to agricultural industry allow him to provide valuable insights to the Board.

Richard P. Smith

Richard P. Smith, age 53, has been a director since 1999. He has served as the president and chief executive officer of TriCo and the bank since 1999. Mr. Smith joined the 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 the bank and executive vice president of TriCo in 1998. Mr. Smith served as chairman of the California Bankers Association for 2010 and is currently a member of its executive board.

We have nominated Mr. Smith because we believe that including the president and chief executive officer on the Board is important and assists the board in keeping abreast of the TriCo’s operations and management’s progress on corporate initiatives. Further, Mr. Smith has 17 years of banking experience, including 11 as the bank’s Chief Executive Officer. This experience allows him to provide valuable insights to the board concerning the banking industry and the bank in particular.

Carroll R. Taresh

Carroll R. Taresh, age 73, 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. Prior to that, he serve in various capacities at United California Bank for ten years. He also serves as president and director of CNT, Inc., a farming operation.

We have nominated Mr. Taresh based on his 30 of banking experience, including eight years as chief operating officer of Tri Counties Bank. As the bank’s former chief operating officer and the president of a local farming company, Mr. Taresh provides the board with valuable insights concerning the banking industry, the primary community in which the bank operates and the agricultural industry, which comprises a significant segment of the bank’s customers.

W. Virginia Walker

W. Virginia Walker, age 65, has been a director since 2009. Ms. Walker is the General Manager of the Jamison Group LLC, a consulting group specializing in finance, marketing and strategy for high tech companies. Her professional experience includes having worked in companies ranging from start-ups to those with a billion dollars in annual revenue. From 2001 to 2007 she held various executive management positions with Enea AB, a software and services company, where she was most recently Senior Vice President, Corporate Strategy and Marketing.

Our decision to nominate Ms. Walker is primarily based on her marketing, finance and public affairs experience, her over 25 years as chief financial officer, in addition to her management experience gained in large, complex organizations, and her long-standing ties to the community in which the bank is headquartered.

The following persons are directors of both TriCo Bancshares and Tri Counties Bank who will retire following our annual meeting and are therefore not nominated for reelection.

Donald E. Murphy

Donald E. Murphy, age 75, has been a director since 1975. He is the vice chairman of the Board. Mr. Murphy served as the vice president and general manager of J. H. McKnight Ranch, Inc., a family farming company, for over 40 years until his retirement in 2010. He is also a partner of New Generation Software, a software company.

Steve G. Nettleton

Steve G. Nettleton, age 72, 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.

Alex A. Vereschagin, Jr.

Alex A. Vereschagin, Jr., age 75, 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.

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 committee 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.

Board Leadership Structure

The positions of chairman of the Board of Directors and of president and chief executive officer are held by different persons. This has been the case since the Company’s inception. We believe that this structure is appropriate for TriCo because it provides segregation of duties between managing the operations of Trico and the leadership and oversight responsibilities of our Board. Our chairman also serves as our lead director. We believe that this is appropriate because our chairman is an independent director and the position of chairman is separate from that of executive management.

Our non-employee directors meet regularly in executive sessions. Executive sessions are chaired by the independent director then serving as lead director. Mr. Casey was our lead director in 2010 and will continue to serve as lead director in 2011.

The Board’s Role in Enterprise Risk Oversight

Our Board is responsible for overseeing risk management for the Company. Our management is responsible for the day-to-day management of these risks across the Company.

The full Board engages in periodic discussions related to risk management with executive officers and other employees as the Board deems appropriate. In addition, several Board committees have been assigned oversight responsibility for specific areas of risk and risk management is an agenda topic at regular committee meetings. The committees consider risks within their areas of responsibility. For example, the compensation and management succession committee considers risks that may result from our compensation programs, the loan committee of the bank, which is comprised of member of the Company’s board of directors, focuses on risks related to credit and interest rates, and the audit committee reviews and approves the annual plans for the company’s and the bank’s external audits, internal monitoring and compliance functions. The audit committee also reviews and approves the annual assessment of the Company’s enterprise risk management process and considers any need for periodic third-party evaluations of such process. The audit committee has authority to conduct any investigation appropriate to fulfilling its responsibilities, and has direct access to all persons in the Company. The Board also assigns other specific risk-related assessment matters to audit committee from time to time.

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 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.

Our Board has affirmatively determined that the following seven of our nine directors are independent as defined by Nasdaq Marketplace Rule 5605(1) and our own corporate governance guidelines: Mr. Amaral, Mr. Casey, Mr. Compton, Mr. Hasbrook, Mr. Koehnen, Mr. Murphy, Mr. Nettleton, Mr. Taresh, Mr. Vereschagin and Ms. Walker. 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 2010, 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 2010 for tenant improvements and modification at the bank’s new Marysville branch and improvements and modifications at several other branches for aggregate payments of $182,422. 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 collectability or present other unfavorable features. The aggregate amount of all loans and credit extensions outstanding as of December 31, 2010, to all directors and executive officers (including their associates and members of their immediate family) was approximately $2,570,640, representing approximately 1.28% 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 legal and 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.

				Compensation and
				Management
		Audit		Succession		Nominating and
		Committee		Committee		Corporate Governance
		member		member		Committee member
William J. Casey*		X		X (Chairman)		X (Chairman)
Donald E. Murphy*
Donald J. Amaral*		X (Chairman)		X		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*		X		X		X

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 six times during 2010. 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 seven meetings in 2010. 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 four times in 2010. 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 and the Board of Directors of Tri Counties Bank each met 11 times during 2010. Each director attended at least 75% of the meetings of the Boards of Directors of TriCo and the meetings of the committees of on which they served.

Our corporate governance guidelines provide that each director is expected to attend our annual shareholders meeting. In 2010, 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,

•

involvement in and familiarity with our community,

•

education,

•

leadership abilities,

•

professional reputation and affiliation,

•

personal interviews, and

•

diversity.

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 as of the date of this proxy statement.

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 9,000 votes because we will be electing nine 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 nine 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 2010, including serving on the compensation committee for any other for-profit entity.

COMPENSATION OF DIRECTORS

Director Compensation for 2010

The following table summarizes the compensation paid by TriCo to our non-employee directors in 2010:

										Change in
										pension
										value and
										nonqualified												Number of stock
										deferred												options
		Fees earned or				Option				compensation				All other								outstanding as of
		paid in cash				awards				earnings				compensation				Total				December 31,
Name (1)		($) (2)				($) (3)				($) (4)				($) (5)				($)				2010
William J. Casey			24,000				40,750				15,963				1,917				82,630				34,500
Donald J. Amaral			21,600				40,750				22,410				1,268				86,027				50,500
L. Gage Chrysler III			18,000				32,600				0				0				50,600				26,000
Craig S. Compton			18,000				32,600				15,901				1,494				67,995				34,000
John S. A. Hasbrook			18,000				32,600				9,583				1,321				61,504				41,000
Michael W. Koehnen			18,000				32,600				8,794				1,302				60,696				31,000
Donald E. Murphy			18,000				10,640				3,630				7,139				39,408				18,000
Steve G. Nettleton			18,000				31,080				62,889				0				111,969				38,000
Carroll R. Taresh			18,000				30,960				25,064				3,685				77,709				18,000
Alex A. Vereschagin, Jr.			18,000				10,640				37,050				4,164				69,854				18,000
W. Virginia Walker			18,000			$	32,600				0				0				50,600				24,000

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 2010 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.

Interest accrues on directors’ deferred compensation plan accounts at a rate equal to 1% above 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 credits accounts at the monthly equivalent of three percent above the annual yield of the Moody’s average corporate bond yield index but is otherwise 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. Directors joining our Board after 2007 are not eligible to participate in this plan. However, any of the eligible outside directors who attains “director emeritus” status becomes 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 19, our directors and executive officers as a group and owners of more than 5.0% of our outstanding common stock as of March 11, 2011. 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, 2011.

		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								Percentage of
		Number of shares				common stock				Number of shares				common stock
Beneficial owners		beneficially owned				outstanding				beneficially owned				outstanding
5% Holders
TriCo Bancshares			1,290,073	(1)			8.13	%			1,290,073	(1)			8.13	%
Employee Stock Ownership Plan and Trust (ESOP) 63 Constitution Drive Chico, CA 95973
Columbia Wanger Asset Mgmt., L.P.			1,505,350				9.49	%			1,505,350				9.49	%
227 West Monroe Street, Suite 3000 Chicago, IL 60606
Directors and Named Executive Officers
Donald J. Amaral			50,500	(2)			*				50,500	(2)			*
Daniel K. Bailey			52,262	(3)			*				52,262	(3)			*
Craig Carney			101,632	(4)			*				101,632	(4)			*
William J. Casey			646,948	(5)			4.07	%			1,937,021	(5) (6)			12.19	%
L. Gage Chrysler III			38,980	(7)			*				38,980	(7)			*
Craig S. Compton			240,598	(8)			1.51	%			240,598	(8)			1.51	%
John S. A. Hasbrook			49,150	(9)			*				49,150	(9)			*
Michael W. Koehnen			153,163	(10)			*				153,163	(10)			*
Donald E. Murphy			196,282	(11)			1.24	%			196,282	(11)			1.24	%
Steve G. Nettleton			184,959	(12)			1.16	%			184,959	(12)			1.16	%
Richard O’Sullivan			228,243	(13)			1.44	%			228,243	(13)			1.44	%
Thomas J. Reddish			180,197	(14)			1.13	%			180,197	(14)			1.13	%
Richard P. Smith			582,742	(15)			3.57	%			1,848,356	(15) (6)			11.63	%
Carroll R. Taresh			139,444	(16)			*				139,444	(16)			*
Alex A. Vereschagin, Jr.			89,669	(17)			*				1,379,742	(17) (6)			8.69	%
W. Virginia Walker			12,000	(18)			*				12,000	(18)			*
All TriCo directors and executive			3,074,310	(19)			18.01	%			4,364,383	(19)			19.38	%
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.”

Daniel K. Bailey

Daniel Bailey, age 42, has been executive vice president—retail banking & bank operations of Tri Counties Bank since 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.

Craig Carney

Craig Carney, age 52 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 67, 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.

Richard O’Sullivan

Richard O’Sullivan, age 54, has served as 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.

Thomas J. Reddish

Tom Reddish, age 51, 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, executive vice president in 2006 and most recently became chief risk officer in 2010. 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.

Raymond Rios

Ray Rios, age 54, 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 OF NAMED EXECUTIVE OFFICERS

Summary Compensation Table

The following table presents information concerning all compensation earned in 2010, 2009 and 2008 by our principal executive officer, principal financial officer and the three other most highly compensated executive officers during 2010:

																										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,			2010				483,691				0				0				497,150				0				832,531				47,227				1,860,599
President and CEO			2009				483,691				0				0				0				0				531,714				55,530				1,070,935
			2008				480,590				0				0				61,740				0				8,611				43,223				594,164
Thomas Reddish,			2010				287,211				0				0				203,750				0				264,862				24,940				780,763
Executive Vice			2009				278,920				50,000				0				0				0				374,044				31,169				734,133
President, CFO and			2008				249,112				0				0				37,485				0				0				24,671				311,286
Chief Risk Officer
Richard O’Sullivan,			2010				243,411				0				0				122,250				0				296,076				35,178				696,915
Executive Vice			2009				242,812				30,000				0				0				0				390,091				41,842				704,745
President—Wholesale			2008				238,650				0				0				35,280				0				20,066				36,813				330,809
Banking
Craig Carney,			2010				211,170				0				0				163,000				0				173,958				26,444				574,572
Executive Vice			2009				218,158				30,000				0				0				0				215,153				32,876				496,187
President—Chief			2008				193,712				0				0				17,640				0				7,174				25,821				244,347
Credit Officer
Dan Bailey,			2010				237,192				0				0				195,600				0				42,229				27,772				502,792
Executive Vice			2009				229,881				40,000				0				0				0				33,197				32,707				335,785
President—Retail			2008				192,771				0				0				22,050				0				15,109				29,994				259,924
Banking

Perquisites and Personal Benefits

														Personal
														use of												Total
						Automobile				Life				club								ESOP				perquisites
						use or				insurance				member-				TriCo				contribu-				and other
						allowance				benefits				ships				contributions				tions				personal
Name		Year				($) (A)				($) (B)				($)				($) (C)				($)(D)				benefits ($) (E)
Mr. Smith			2010				10,953				21,032				3,155				0				10,845				47,227
			2009				13,579				20,557				3,795				0				17,128				55,530
			2008				15,427				6,860				4,140				0				16,796				43,223
Mr. Reddish			2010				0				9,797				4,298				0				10,845				24,940
			2009				0				9,901				4,140				0				17,128				31,169
			2008				0				4,080				3,795				0				16,796				24,671
Mr. O’Sullivan			2010				12,000				8,189				4,215								10,774				35,178
			2009				12,000				8,485				4,140				0				16,975				41,842
			2008				12,000				3,941				4,320				0				16,552				36,813
Mr. Carney			2010				6,000				6,944				4,048				288				9,164				26,444
			2009				6,000				7,179				4,451				282				14,964				32,876
			2008				6,000				2,950				3,922				0				12,949				25,821
Mr. Bailey			2010				12,000				713				4,560								10,499				27,772
			2009				12,000				713				3,795				0				16,071				32,707
			2008				12,000				0				4,830				0				13,164				29,994

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 2010, the CEO Incentive Plan generally provided that Mr. Smith could earn a bonus equal to up to 100% of his 2010 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.

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 29 mutual funds. Generally, contributions are triggered by a participant’s retirement, disability, death or other separation from employment.

2009 Equity Incentive Plan

General. In 2009 we adopted and our shareholders approved our 2009 equity incentive plan. The plan may be administered by the Board or an authorized committee of the Board. It is the current policy of the Board of Directors that all equity incentive awards be approved by the compensation and management succession committee. The 2009 plan expires in 2019.

Employees, officers, directors and consultants of TriCo or its subsidiaries are eligible for awards under the 2009 plan. The Board or an authorized committee determines which individuals will receive awards, as well as the number and composition of each award.

Grants to non-employee directors. The 2009 plan provides that TriCo may grant to each outside (i.e., non-employee) director a stock option for 20,000 shares of common stock when first elected to the Board and an additional stock option for 4,000 shares each year when re-elected to the Board. In addition, each outside director who is appointed as Chairman of the Board or as Chairman of the Audit Committee may receive an additional stock option for 1,000 shares. The exercise price for these options will be the fair market value on the date of grant and the options will vest as determined by the Board. Outside directors are eligible to receive other awards, but no such awards have been granted to them.

Awards. The 2009 plan permits TriCo to grant stock options, restricted stock, stock awards, and stock appreciation rights. The Board or an authorized committee determines the types, sizes and terms of awards based on various factors, including a participant’s duties and responsibilities, the value of the participant’s past services, the participant’s potential contributions to TriCo’s success and other factors. No participant may receive awards for more than 65,000 shares of common stock during any year.

The 2009 plan provides for the following types of awards:

•

Stock Options. TriCo may grant stock options under the 2009 plan, including options which are qualified as incentive stock options as defined under Section 422 of the Internal Revenue Code and nonqualified stock options. Options will not be exercisable at a price that is less than 100% of the fair market value of TriCo’s common stock on the date of grant or, if the optionee holds at least 10% of the voting power of all classes of TriCo’s stock, 110% of fair market value with respect to incentive stock options. The term of options will generally be ten years, except that incentive stock options granted to any 10% shareholders will have a term of no more than five years. Options will vest and become exercisable as determined by the Board at the time of grant.

Options continue to be exercisable for up to three months after a participant’s association with TriCo terminates due to death or disability or other reasons. This period may be extended during any period during which the participant’s exercise of the Award would violate the law or otherwise at the Board’s discretion.

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Restricted Stock. A restricted stock award is the grant of shares of TriCo’s common stock, exercisable currently at a price determined by the Board (including zero), that is subject to forfeiture until specific conditions or goals are met. Conditions may be based on continuing employment or achieving performance goals specified by the Board. During the period of restriction, participants holding restricted stock may, if permitted by the Board, have full voting and dividend rights. The restrictions lapse in accordance with a schedule or other conditions determined by the Board.

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Stock Grants. A stock grant is an award of shares of common stock without restriction. Stock grants may be made in certain circumstances to reward special performance or for other reasons.

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Stock Appreciation Rights. Under the 2009 plan, TriCo may grant stock appreciation rights or “SARs” that are settled in common stock or cash and which must be granted with an exercise price not less than 100% of fair market value on the date of grant. Upon exercise of a SAR, a participant is entitled to receive cash or a number of shares of common stock equivalent in value to the difference between the fair market value on the exercise date and the exercise price of the SAR. For example, if a participant is granted 100 SARs with an exercise price of $10 and the SARs are later exercised when the fair market value of the underlying shares is $20 per share, the participant would be entitled to receive 50 Shares [(($20 — $10) x 100) / $20], or $1,000 in cash (($20 — $10) x 100). Because of adverse accounting consequences of an SAR settled in cash, TriCo expects that most SARs will provide for settlement in shares of common stock.

Performance-based awards. Grants of performance-based awards under the 2009 plan are intended to qualify as “performance-based compensation” under Section 162(m) of the Code and preserve the deductibility of these awards for federal income tax purposes. Section 162(m) of the Code denies a tax deduction to public companies for compensation paid to certain “covered employees” in a taxable year to the extent the compensation paid to a covered employee exceeds $1,000,000 unless the plan contains certain features that qualify the compensation as “performance-based compensation.” Because Section 162(m) of the Code only applies to those employees who are “covered employees” as defined in Section 162(m), covered employees and those who may become covered employees are most likely to receive performance-based awards. “Covered employees” means TriCo’s Chief Executive Officer, its Chief Financial Officer and any of its other three highest compensated officers.

Shares reserved for issuance. Subject to certain adjustments, the maximum aggregate number of shares of TriCo’s common stock which may be issued pursuant to or subject to awards under the 2009 plan is 650,000. As of March 11, 2011 there were 435,000 shares available for grant of awards under the 2009 plan. The number of shares available for issuance under the 2009 plan shall be reduced by: (i) one share for each share of common stock issued pursuant to a stock option or a Stock Appreciation Right and (ii) two shares for each share of common stock issued pursuant to a Performance Award, a Restricted Stock Award or a Restricted Stock Unit Award. When awards made under the 2009 plan expire or are forfeited or cancelled, the underlying shares will become available for future awards under the 2009 plan. To the extent that a share of common stock pursuant to an award that counted as two shares again becomes available for issuance under the 2009 plan, the number of shares of common stock available for issuance under the 2009 plan will increase by two shares. Shares awarded and delivered under the 2009 plan may be authorized but unissued, or reacquired shares.

Acceleration of vesting. The Board has the authority to accelerate the vesting and exercisability of awards. In addition, an award held by a participant whose service has not terminated prior to a change in control may be subject to additional acceleration of vesting and exercisability upon or after such event as may be provided in the agreement for such award or as may be provided in any other written agreement between TriCo or any affiliate and the participant. In the absence of such an acceleration provision, however, no acceleration will occur. See “Potential Payments Upon Termination or Change of Control.”

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

2001 Stock Option Plan

General. In 2001, TriCo adopted a 2001 stock option plan for key officers, employees, directors and consultants, as subsequently approved by shareholders, which provides that options to purchase an aggregate of 2,124,650 shares of our common stock may be granted under the plan. On May 19, 2009, at TriCo’s annual meeting of the shareholders, our shareholders adopted a 2009 equity incentive plan. In conjunction with the adoption of the 2009 plan, the company decided that it would make no additional grants of options from the 2001 plan, even though there were 128,140 shares still available for grant under the 2001 plan. 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. Aside from certain stock options granted to our directors, which vest in their entirety on the first anniversary of the grant date, all stock options granted vest ratably over a five-year period beginning either on the grant date or the first anniversary of the grant date.

The 2001 plan authorized the issuance incentive stock options and non-qualified stock options. 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.

The 2001 plan is administered by our compensation and management succession committee, which is authorized to amend the terms and conditions of any option, including the vesting schedule, interpret the rules relating to the plan, and otherwise administer the plan. “Potential Payments Upon Termination or Change of Control.”

Tax consequences to TriCo and to participants receiving options 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.

Grants of Plan-Based Awards for 2010

The following table presents information concerning plan-based awards granted to each named executive in 2010:

																														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)				($) (1)
Mr. Smith			05-25-10				—				—				—				—				—				—				61,000	(2)		$	17.54				497,150
Mr. Reddish			05-25-10				—				—				—				—				—				—				25,000	(2)		$	17.54				203,750
Mr. O’Sullivan			05-25-10				—				—				—				—				—				—				15,000	(2)		$	17.54				122,250
Mr. Carney			05-25-10				—				—				—				—				—				—				20,000	(2)		$	17.54				163,000
Mr. Bailey			05-25-10				—				—				—				—				—				—				24,000	(2)		$	17.54				195,600

Outstanding Equity Awards at 2010 Fiscal Year-End

The following table presents information for all stock option awards held by the named executives as of December 31, 2010. 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
						Number of
						securities				Equity incentive plan
		Number of				underlying				awards: number of
		securities underlying				unexercised				securities underlying
		unexercised options				options				unexercised unearned				Option exercise				Option
		(#)				(#)				options				price				expiration
Name		exercisable				unexercisable				(#)				($)(1)				date
Mr. Smith			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
			36,000				9,000	(2)			—				24.46				08-22-2016
			4,000				—				—				22.54				05-22-2017
			27,000				18,000	(3)			—				22.54				05-22-2017
			2,000				—				—				15.40				05-20-2018
			4,800				7,200	(4)			—				15.40				05-20-2018
			—				4,000				—				17.54				05-25-2020
			—				61,000	(5)			—				17.54				05-25-2020
Mr. Reddish			39,220				—				—				8.20				06-12-2011
			40,000				—				—				12.71				07-08-2013
			25,000				—				—				17.38				02-17-2014
			10,000				—				—				19.35				02-22-2015
			11,460				7,640	(3)			—				22.54				05-22-2017
			3,400				5,100	(4)			—				15.40				05-20-2018
			—				25,000	(5)			—				17.54				05-25-2020
Mr. O’Sullivan			5,000				—				—				17.38				02-17-2014
			10,000				—				—				19.35				02-22-2015
			11,640				7,760	(3)			—				22.54				05-22-2017
			3,200				4,800	(4)			—				15.40				05-20-2018
			—				15,000	(5)			—				17.54				05-25-2020
Mr. Carney			22,230				—				—				8.20				06-12-2011
			10,765				—				—				12.71				07-08-2013
			20,000				—				—				17.38				02-17-2014
			7,500				—				—				19.35				02-22-2015
			6,270				4,180	(3)			—				22.54				05-22-2017
			1,600				2,400	(4)			—				15.40				05-20-2018
			—				20,000	(5)			—				17.54				05-25-2020
Mr. Bailey			31,500				21,000	(3)			—				22.54				05-22-2017
			2,000				3,000	(4)			—				15.40				05-20-2018
			—				24,000	(5)			—				17.54				05-25-2020

Option Exercises and Stock Vested for 2010

The following table presents information on stock options exercised by each of the named executives in 2010 and the aggregate dollar amount realized on exercise.

		Option Awards
		Number of
		shares
		acquired				Value realized
		on exercise				on exercise
Name		(#)				($) (1)
Mr. Smith			60,000			$	599,250
Mr. Reddish			65,780			$	651,789
Mr. O’Sullivan			—				—
Mr. Carney			20,425			$	172,450
Mr. Bailey			—				—

Pension Benefits

Effective January 1, 2004, we adopted a supplemental executive retirement plan to provide supplemental retirement benefits to our key employees. This plan replaced a supplemental retirement plan for executives that we originally adopted in 1987, and any benefits accrued by an executive as of December 31, 2003 under the earlier plan will now be paid under terms of the 2004 plan. We select the key employees who will participate in this plan. The plan is nonqualified, unsecured and unfunded. The plan was amended and restated effective January 1, 2009 to incorporate changes required by Internal Revenue Code 409A, and to add a new provision for anyone who is designated as a participant on or after January 1, 2009.

For participants under the 2004 plan as of December 31, 2008, commencing on the first day of the month coinciding or following the participant’s normal retirement date, Tri Counties Bank shall pay to the participant a monthly cash benefit equal to the target retirement percentage (ranges from 0 to 70 percent depending on years of credited service) multiplied by the participant’s final average compensation (defined as the 36 full consecutive months of employment during which the participant’s compensation is the highest divided by 36) less the sum of the participant’s monthly estimated primary Social Security benefit and the participant’s ESOP offset. For participants who enter the 2004 Plan on or after January 1, 2009, commencing on the first day of the month following a participant’s normal retirement date Tri Counties Bank shall pay to the participant a monthly retirement cash benefit equal to the target retirement percentage (ranges from 0 to 45 percent depending on years of credited service) multiplied by the participant’s final average compensation for the remainder of the participant’s life.

For purposes of this plan, “normal retirement date” means the date on which the participant terminates employment if such termination occurs on or after the participant’s attainment of age 62. “Early retirement date” means the date on which a participant terminates employment if such termination occurs on or after such participant’s attainment of age 55 and completion of 15 years of credited service, but prior to normal retirement date. If the participant receives a supplemental retirement benefit under this plan before the normal retirement date, the monthly cash benefit shall be reduced by 0.5 percent per month for each month by which the benefit commencement date precedes the participant’s age 62, and in no case shall the commencement of benefits precede the participant’s 55^th birthday.

The following table presents certain information concerning the benefits of the named executives under our supplemental executive retirement plan:

										Present value
						Number of				of
						years credited				accumulated				Payments
						service				benefit				during 2010
Name				Plan Name		(#)				($) (1)				($)
Mr. Smith				Supplemental Executive Retirement Plan			18				2,460,366				—
Mr. Reddish				Supplemental Executive Retirement Plan			18				821,760				—
Mr. O’Sullivan				Supplemental Executive Retirement Plan			26				640,831				—
Mr. Carney				Supplemental Executive Retirement Plan			15				514,986				—
Mr. Bailey				Supplemental Executive Retirement Plan			3				90,535				—

Nonqualified Deferred Compensation

Our 2005 deferred compensation plan provides our executives with the opportunity to defer all or part of their salaries and bonuses until retirement, termination from employment or death. An executive can defer up to a lifetime maximum of $1.5 million for all deferrals under this plan and our predecessor plan which permitted deferrals from 1987 until 2004. An executive who elects to defer his compensation for any year must defer a minimum of $200 per month. The plan permits us to make discretionary contributions to an executive’s account. Each year since the plan’s inception we have credited to each executive’s account a contribution based on our contributions made for him under our ESOP for that year. This plan is nonqualified, unsecured and unfunded.

Monthly interest is credited to an executive’s account at the rate of 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 his employment with us ends until his benefit is paid, an executive’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.

Executives are immediately 100% vested in their own contributions and in our reoccurring contributions credited to their account. We determine the vesting rate for any discretionary contributions credited to an executive’s account as well as for the interest related to these contributions. If an executive is terminated for cause, our compensation and management succession committee can decide whether the interest credited to the executive’s account with respect to his deferrals, our discretionary contributions and our reoccurring contributions are forfeited. The distribution of an executive’s plan benefit in the event of a change of control or other termination is described at “Potential Payments Upon Termination or Change of Control.”

Any deferrals made by an executive, our discretionary contributions, our reoccurring contributions credited to his account prior to January 1, 2005, and the related interest, are governed by a predecessor deferred compensation plan for executives that we adopted in 1987. An executive’s account under the 1987 plan is 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, but otherwise the 1987 plan is similar to the 2005 plan in most respects.