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

On February 6, 2013, the Board of Directors of TriCo Bancshares (the "Company") appointed Cory Giese as a director of the Company. Mr. Giese will serve on the Board's audit, information technology and investment/ALCO committees, as well as the Board of Directors of the Company's subsidiary, Tri Counties Bank.

In connection with his appointment, the Board granted Mr. Giese an option to purchase 7,500 shares of the Company's common stock under the Company's 2009 Equity Incentive Plan. The option vests in equal parts on each of the first five anniversaries following the date of grant.

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