Richard P. Smith, President & CEO

Sandler O’Neill + Partners, L.P. West Coast Financial Services Conference

March 11, 2015

SAFE HARBOR STATEMENT

Certain comments included in this presentation may involve forward-looking statements, for which TriCo claims the protection of the "safe harbor" provisions created by Federal securities laws. Such forward-looking statements are subject to risks and uncertainties which may cause TriCo's actual results to differ materially from those contemplated by such statements. Additional information concerning certain of these risks and uncertainties are described in TriCo's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and TriCo's Quarterly Reports on Form 10-Q as filed with the SEC in fiscal 2014.

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AGENDA • Company Overview • Recent Activities & Focus

– Merger announcement • Key Revenue Drivers • Challenges & Opportunities • Financials • Questions

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Overview

Data as of 12/31/2014

Asset Size $3.9 Billion

Location Chico, CA

Founded 1975

Asset Size Rank of Publicly Traded Banks

17

Deposits $3.4 Billion

Loans (net) $2.2 Billion

Customers 190,000

Nasdaq TCBK

Market Capitalization

$532,666,000 - as of market close 02/02/2015

Bank Branches 73

ATMs 65

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Executive Team Rick Smith

President & CEO TriCo since 1993

Tom Reddish EVP Chief Financial Officer

TriCo since 1994

Richard O’Sullivan EVP Commercial Banking

TriCo since 1984

Craig Carney EVP Chief Credit Officer

TriCo since 1996

Glenn Hunter Sr. VP Chief Human Resources Officer TriCo since 2013

Dan Bailey EVP Retail Banking TriCo since 2007

Carol Ward EVP Chief

Operations Officer TriCo since 2012

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Michael Cushman EVP Strategic Initiatives

TriCo since 2014

Recent Activities Merger Agreement to purchase North Valley Bancorp Acquired 2 banks through FDIC bidding process

• Granite Community Bank, Granite Bay, CA in 2011 • Citizens Bank of Northern, California, Nevada City, CA in 2012

Closed 8 non-performing branches since 2011 3 branches closures in 2014 excluding merger with North Valley

Bank Opening of New Branch in Colusa, CA Significant investments in technology

• Mobile and On-line Banking • Cash Management Software • Data Security and Disaster Recovery

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Transaction Highlights Creates the Premier Community Bank in Northern California (1)

$3.5 billion in total assets Approximately 80 branches from Bakersfield to the Oregon Border; expands the Tri Counties brand

into Humboldt, Trinity, and Sonoma counties Top 3 deposit market share rank in 15 of TriCo’s 26 pro forma counties of operation (2)

Similar Community Banks with Strong Core Deposit Bases Significant Pro Forma Franchise Value

Complementary Geographic Footprint Combination of Two Leading Banks in the Region Scarcity Value (3)

Broadens and Deepens Competitive Strengths Relative to Competitors

Strategic Merit

Financially Attractive

(1) Based on 6/30/2013 deposit market share data per FDIC. (2) Among community banks. (3) One of three community banks headquartered in Northern California with over $3 billion in assets. (4) Based on Consensus Street estimates—TCBK for 2014 & 2015, and NOVB for 2014 (with an applied growth rate of 5% for 2015).

Double-digit EPS Accretion in 2015(4)

Meaningful Cost Synergies: targeting 40% of North Valley’s core noninterest expense

Tangible Book Value Earnback of ~4 years Exceeds Internal Rate of Return Threshold

Low Risk Profile Thorough Process Strong Management Teams & Boards with Merger and Integration Experience Due Diligence Complete Compatible Organizational Structures and Familiar Operating Markets

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Merger Summary

(1) Based on TCBK’s closing price of $27.66 as of 1/17/2014; excludes cash out of NOVB options (estimated to be $3.4mm).

Consideration: 100% Stock to common shareholders; option holders to be cashed out

Fixed Exchange Ratio: 0.9433x shares of TCBK common stock for each share of NOVB common stock

Transaction Value(1): $178.4 million or $26.09 per share as of 1/17/2014

Ownership Split: 71.4% TCBK / 28.6% NOVB

Board Representation: 3 NOVB directors to join TCBK’s current Board of 9 (Pro forma of 12)

Due Diligence: Completed; including an extensive loan review

Termination Fees: $7.6 million payable to TCBK under certain scenarios; $3.8 million payable to NOVB under certain scenarios

Minimum Shareholders’ Equity: $95.1 million at close, subject to certain adjustments including the exclusion of seller transaction costs

Required Approvals: Customary regulatory approvals and shareholder approvals by both companies

Targeted Closing: Mid-year 2014

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Transaction Assumptions

• 40% of NOVB’s 3Q’13 annualized core NIE of $36.1 million

• $19.6 million pre-tax

Cost Savings

Other Fair Market Value

(“FMV”) Adjustments

One-Time Deal Costs

• Securities mark: $4.6 million write-down • Fixed asset mark: $1.7 million write-up • Deposit mark: $0.3 million write-up • Trust Preferred mark: $9.5 million write-down • Core deposit intangible created at 1.0% of target core deposits

Gross Loan Mark • Loan mark: 3.50% or $17.7 million write-down

• Credit mark of 3.0% • Interest rate mark of 0.5%

Revenue Enhancements

• None assumed for modeling purposes • Opportunities include loan growth, investment securities growth, SBA and mortgage

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Positioned for today, prepared for the future. Strong and growing bank capital Competitive product set to compete with banks both

large and small Superior reputation versus large bank competitors Continue to see organic growth in current environment Strong focus on risk management and new regulatory

realities Experienced project teams well prepared for continued

growth through acquisition

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What is long term success? A winning culture with a motivated and talented

work force Significant and growing market share Low cost core deposit base Diversified revenues sources Efficient operations Strong risk management practices Rewarding our shareholders

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Data as of 12.31.2014

39%

•Average Cost of Deposits of .17 % as of December 31, 2014

•Net Interest Margin at 12.31.2014 is 3.99% Deposits & Margin

•Mortgage Finance • Service Charge Income •Bank Wealth Management Program

Non-Interest Income

•Home Equity Lines/Loans • Small Business • Installment Lending

Consumer Loans

•Commercial Real Estate •Commercial & Industry Lines and Loans & Leases •Agricultural Loans •Asset Based Loans

Commercial Loans

•Wealth Management--Bank Managed Program •Raymond James as Broker-Dealer •Growth opportunity with North Valley Bank

Growth Opportunities

Key Drivers of Bank Revenues

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13

Non Interest Bearing 32%

Interest Demand 23%

Savings 34%

Time Deposits 11%

Deposit Structure

Data as of 12.31.2014

14 $1,200,000

$1,700,000

$2,200,000

$2,700,000

$3,200,000

$3,700,000

2009 2010 2011 2012 2013 2014

$1,828,512 $1,852,173

$2,190,536 $2,289,702

$2,410,483

$3,380,423

Total Ending Deposits

Data as of 12.31.2014

Market Share of all Branches sorted by zip code

Source: FDIC Summary of Deposits, June 2014

Rank Institution Name

State (Hdqtrd) Charter

Deposits ($000)

Market Share

1 Wells Fargo Bank, National Association SD Federal 6,367,673 21.93% 2 Bank of America, National Association NC Federal 3,823,853 13.17% 3 Rabobank, National Association CA Federal 2,921,974 10.06% 4 Tri Counties Bank CA State 2,377,310 8.19%

12 North Valley Bank CA State 431,253 1.49%

3 Tri Counties Bank CA State 2,808,563 9.68% 6 Umpqua Bank OR State 1,234,794 4.25% 7 U.S. Bank National Association OH Federal 1,232,016 4.24% 8 Citibank, National Association SD Federal 1,223,739 4.22% 9 Bank of the West CA State 1,043,872 3.60%

10 Redding Bank of Commerce CA State 755,399 2.60% 11 Union Bank, National Association CA Federal 567,129 1.95% 13 Valley Republic Bank CA State 353,362 1.22% 14 Compass Bank CA State 302,133 1.04% 15 Westamerica Bank CA State 276,581 0.95%

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Consistently Represents Approximately 25+% of Total Bank Revenues

Residential Home Mortgage Lending • Refinances increasing as rates lower • Increasing numbers of purchase transactions and increasing overall

activity for home loans

Wealth Management Revenues • New opportunities with North Valley Bank

Lower revenues from service charges but increased Interchange income

Cash Management fees continue to increase with merger

Non-Interest Income Non-Interest Income

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Increased Demand for Consumer Loans • Home equity values have increased • Economic uncertainty improving • Reluctance to borrow (job security concerns) • Underperforming Job Market

Auto loans demand constant Home Equity Lines/Loans increasing in

demand

Consumer Loans

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18 $-

$50,000

$100,000

$150,000

$200,000

$250,000

$300,000

$350,000

$400,000

2009 2010 2011 2012 2013 2014

$397,563 $376,485 $372,149

$355,582 $354,454

$383,898

Home Equity Loans Outstanding ($000's)

Data as of 12.31.2014

Loan Portfolio by Type as % to total loans

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Secured by RE - Residential 1-4

12.24%

Secured by RE - Com'l 58.53%

Consumer - HELOCS 15.45%

Consumer - Home Eq 1.37%

Consumer - Auto Indirect 0.00%

Consumer - Other 1.45%

Commercial 7.66%

Construction - RE 1.69%

Construction - Commercial

1.60%

Data as of 12.31.2014

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Commercial Loans

Secured by RE - Com'l 58.53%

C&I 7.08%

Construction - RE 1.69%

Construction - Commercial

1.60%

Data as of 12.31.2014

Commercial Banking

Target loans of $500,000 to $3,000,000 Borrowing relationships up to $15,000,000 Personalized banking

• Assigned Relationship Managers • Assigned Cash Management Officers

In-market lending Agricultural lending Loans <$1,000,000 served through alternate channel

• Business Relationship Managers • Credit scoring combined with traditional underwriting

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Commercial Real Estate Portfolio as of 12.31.2014

* RE Loan Type segment totals do not include all purchase discount adjustments Data as of 12.31.2014

Real Estate Loan Type # of Loans Outstandings*

% to Total Loans

Avg. Commitment

Amount Office 552 274,931,968 12% 517,234 Retail 405 273,389,847 12% 699,425 Other

831 472,024,305 21% 590,261 Warehouse, Mini Storage, Industrial, Special Purpose, etc.

Misc. 769 319,579,580 14% 450,115 Bare Land, Residential, Apartments,

Agricultural land+structures

Totals 2,557 1,335,939,000 59% - Averages - - - 549,638

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Ag Portfolio as of 12.31.2014

• Agricultural Loans now represent approximately 1.56% of total outstanding loans

• No crop represents more than 1.00% of Total Loans Committed • The highest crop concentrations by commitments are:

Data as of 12.31.2014

Multiple Crop $21.3 million 29 loans $734,000 Avg. Commitment

Rice $17.8 million 63 loans $283,000 Avg. Commitment

Dairy $4.7 million 12 loans $390,000 Avg. Commitment

Almonds $3.3 million 9 loans $370,000 Avg. Commitment

Beef $3.3 million 11 loans $301,000 Avg. Commitment

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Residential Construction and A&D Outstanding Totals

• A&D total approximately $75,136,000 • Residential construction approx. $38,618,000 • Commercial construction approx. $36,518,000 • Total Construction, land development and

land acquisition loans represent 3.3% of total loans outstanding

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Data as of 12.31.2014

$-

$500,000

$1,000,000

$1,500,000

$2,000,000

$2,500,000

2009 2010 2011 2012 2013 2014

$1,552,235 $1,419,571

$1,551,032 $1,564,823 $1,672,007

$2,282,524

Total Loans Net of unamortized deferred loan fees and discounts

($000's)

26 Data as of 12.31.2014

Mergers and Acquisitions

• North Valley Bancorp 2014 • Citizens Bank of Northern California 2011 • Granite Community Bank 2010 • North State National Bank 2003 • 9 Branch purchase Wells Fargo 1997 • Sutter Butte Savings 1996 • Country National Bank 1993 • Branch purchase from Wells Fargo 1987 • Shasta County Bank 1981

Growth Opportunities

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What keeps us up at night?

Near Zero Interest rate environment Aggressive Competitors Bank Regulation The Cost of Compliance with New Regulations Interest Rate Risk Economic Malaise Slow Industry Consolidation Dysfunction in Washington

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Challenges Within Bank Strategies

Big Banks • Aggressive banking in Community Bank space • Bad Reputations

Technology and Banking New competitors like Google and Apple

Bank Operations and Efficiency Managing multiple delivery channels

Enterprise Risk Management Many threats, so little time

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Financials

$1,500,000

$2,000,000

$2,500,000

$3,000,000

$3,500,000

$4,000,000

2009 2010 2011 2012 2013 2014

$2,170,520 $2,189,789

$2,555,597 $2,609,269

$2,744,066

$3,912,358 Total Assets ($000's)

31 Data as of 12.31.2014

Data as of 12.31.2014

32

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

14.00%

16.00%

2009 2010 2011 2012 2013 2014

12.10% 12.90% 12.70%

13.20% 13.40% 14.41%

13.40% 14.20% 13.90%

14.40% 14.70% 15.66%

8.20% 8.60% 9.10%

Capital Ratios ($000's)

Tier 1 - Bank Total Risk Based - Bank Tangible Common - Company

Data as of 12.31.2014

$-

$5,000

$10,000

$15,000

$20,000

$25,000

$30,000

2009 2010 2011 2012 2013 2014

$9,962

$6,005

$18,590 $18,994

$27,399 $26,108

Net Income ($000's)

33

Data as of 12.31.2014

34

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

2009 2010 2011 2012 2013 2014-Q4

4.77% 4.45% 4.43% 4.32% 4.18%

3.99%

Net Interest Margin

35 $-

$5,000

$10,000

$15,000

$20,000

$25,000

$30,000

$35,000

$40,000

$45,000

2009 2010 2011 2012 2013 2014

$30,329 $32,695

$42,813

$37,980 $36,829 $34,516

Non Interest Income ($000's)

Data as of 12.31.2014

Data as of 12.31.2014

36

50.0%

55.0%

60.0%

65.0%

70.0%

75.0%

2009 2010 2011 2012 2013 2014

61.5% 62.5%

60.9%

70.2%

67.3%

71.2%

Efficiency Ratio (Fully Taxable Equivalent)

Data as of 12.31.2014

37

$-

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

$1.60

$1.80

2009 2010 2011 2012 2013 2014

$0.62

$0.38

$1.15 $1.18

$1.69

$1.50

Diluted Earnings per Share

Data as of 12.31.2014

38

$-

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

2009 2010 2011 2012 2013 2014

$0.52

$0.40 $0.36 $0.36

$0.42 $0.44

Dividends per Share

Data as of 12.31.2014

39

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

2009 2010 2011 2012 2013 2014

2.24%

3.92% 3.99%

3.07%

2.17%

1.34%

Non-Performing Assets to Total Assets

Data as of 12.31.2014

40

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

2009 2010 2011 2012 2013 2014

2.37%

3.00% 2.96%

2.73%

2.29%

1.60%

Allowance for Loan Losses to Total Loans

Data as of 12.31.2014

41

-0.50%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

2009 2010 2011 2012 2013 2014

1.53%

2.07%

1.35%

0.82%

0.23% -0.13%

Annualized Net Charge-offs to Avg Loans

Data as of 12.31.2014

42

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

2009 2010 2011 2012 2013 2014

0.48%

0.27%

0.82% 0.75%

1.04%

0.86%

Return on Average Assets

Data as of 12.31.2014

43

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

2009 2010 2011 2012 2013 2014

4.89%

2.94%

8.93% 8.44%

11.34%

8.67%

Return on Average Shareholders' Equity

TriCo Bancshares is committed to: Improving the financial success and

well-being of our shareholders, customers, communities and employees.