0001193125-14-225911 Sample Contracts

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • June 4th, 2014 • Trico Bancshares / • State commercial banks • New York

This Amendment to Rights Agreement dated as June 4, 2014 (this “Amendment”) is made by and between TriCo Bancshares, a California corporation (the “Company”), and Computershare Inc., a Delaware corporation and successor-in-interest to Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”), and amends the Rights Agreement dated as of June 25, 2001 by and between the Company and Mellon Investor Services LLC, as amended on July 8, 2011 (the “Rights Agreement”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.

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