Summary of TRICO BANCSHARES /

Change in Directors or Principal Officers, Other Events, Financial Statements

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 12, 2008, Tri Counties Bank (the "Bank"), the wholly owned subsidiary of TriCo Bancshares (the "Company") amended the 2005 Tri Counties Bank Deferred Compensation Plan for Executives and Directors. On December 30, 2008, the Company amended the 2004 TriCo Bancshares Supplemental Executive Retirement Plan. Descriptions of these amendments, which the Company considers to be nonmaterial, are included in Item 8.01 below.:

Item 8.01 Other Events.

On November 12, 2008, the Bank amended the 2005 Tri Counties Bank Deferred Compensation Plan for Executives and Directors to comply with Internal Revenue Code Section 409A. These amendments included; increased restrictions on the form and timing of deferrals, increased restrictions on changes to deferral elections, and increased restrictions on the form and timing of distributions. These amendments were effective as of January 1, 2005. These amendments are not expected to have a material impact on the financial statements of the Company.

On December 30, 2008, the Company amended the 2004 TriCo Bancshares Supplemental Executive Retirement Plan (the "SERP") to comply with Internal Revenue Code
Section 409A and make various other modifications. The amendments to the SERP included:

Removal of discretion by the Compensation Committee of the Board (the "Committee") to allow payments to terminated participants to begin prior to age 62, but not before age 55, and replace it with payments automatically beginning upon termination but not before age 55. Reductions in payment amounts for payments beginning prior to age 62 remain unchanged.

Establishment of a delay in receipt of payouts under the SERP until six months after termination for all participants that become participants on or after January 1, 2009 and for participants designated as "Specified Employees" under Internal Revenue Code Section 409A that were participants as of December 31, 2008.

For participants who become participants on or after January 1, 2009, the Normal Retirement Benefit is equal to the participant's final average compensation multiplied by the Target Retirement Percentage, which can range from 0% to 45% depending on the participant's Years of Credited Service. For participants who were participants as of December 31, 2008, the Normal Retirement Benefit remains unchanged and equal to the participant's final average compensation multiplied by the Target Retirement Percentage, which can range from 0% to 75% depending on the participant's Years of Credit Service, the product of which is reduced by the sum of 100% of the participant's Estimated Primary Social Security Benefit and the participant's ESOP Offset.

These amendments were effective January 1, 2009. These amendments are not expected to have a material impact on the financial statements of the Company.

This description of the amendments to the 2005 Tri Counties Bank Deferred Compensation Plan for Executives and Directors and the SERP is qualified in its entirety by reference to the copies of such plans filed as exhibits to this Form 8-K. Item 1.01 Entry into a Material Definitive Agreement