Document

       Exhibit 4.1




						
	COMMON STOCK 	   COMMON STOCK
	PAR VALUE $0.00	 THIS CERTIFICATE IS TRANSFERABLE IN
		CANON MA, AND NEW YORK, NY




TriCo Bancshares


INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA


									
	THIS CERTIFIES THAT		
		        S P E C I M E N    	   CUSIP
	is the owner of:   	                                                                    	SEE REVERSE FOR CERTAIN DEFINITIONS
		      SHARES OF COMMON STOCK OF	






TriCo Bancshares (hereinafter call “Corporation”), transferable only on the books of the Corporation by the holder thereof in person or by duly authorized attorney, upon the surrender of this certificate properly endorsed.  
The amount of Common Stock is set forth on the books of the Corporation.
This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.  


Witness the facsimile signatures and the facsimile signatures of its duly authorized officers.


									
			DATED
	President and CEO 	 [SEAL]   	COUNTERSIGNED AND REGISTERED:
			COMPUTERSHARE SHAREHOLDER SERVICES LLC
			TRANSFER AGENT AND REGISTRAR,     
			
	Chairman of the Board		
			
			
	Secretary of the Board		
			






SECURITY INSTRUCTIONS ON REVERSE














TriCo Bancshares


The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


						
	TEN COM - as tenants in common       	UNIF GIFTS MIN ACT - ________ custodian _________
		                                               (Cust)                    (Minor)
		
	TEN ENT - as tenants by the entireties	UNIF TRF MIN ACT -    ________custodian  _________
		                                              (Cust)                    (State)
		
	JT TEN - as joint tenants with right	
	          of survivorship and not as	
	               tenants in common	




Additional abbreviations may also be used though not in the above list.


For value received, __________ hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
 IDENTIFICATION NUMBER OF TRANSFEREE


----------------------------------------------------------------------------------------------------------------------------------------------------------
Please print or typewrite name and address including postal zip code of assignee


_______________________________________________________________________________ shares of the capital stock
represented by the within Certificate, and do hereby irrevocably constitute and
appoint ________________________________________________________________________________________________
Attorney to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.


									
	Dated:		
	-------------------------------------		----------------------------------------------------------------------------------
			
	Signature:    	NOTICE:	THE SIGNATURE TO THIS ASSIGNMENT
	-------------------------------------		MUST CORRESPOND WITH THE NAME AS WRITTEN
			UPON THE FACE OF THE CERTIFICATE IN EVERY
	Signature:		 PARTICULAR WITHOUT ALTERATION OR
	-------------------------------------		ENLARGEMENT OR ANY CHANGE WHATEVER.




						
	SIGNATURE GUARANTEED:	
		----------------------------------------------------------------------------------
		THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
		GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
		LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
		APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
		TO S.E.C. RULE 17Ad-15
		The IRS requires that we report the cost basis of certain shares 
acquired after January 1, 2011.  If your shares we covered by
the legislation and you have sold or transferred the shares and 
requested a specific cost basis calculation method, we have
processed as requested. If you did not specify a cost basis
calculation method, we have defaulted to the first in, first out
(FIFO) method. Please visit our website or consult your tax
advisor if you need additional information.
		If you do not keep in contact with us or do not have any
activity in your account for the time periods specified by state
law, your property could become subject to state unclaimed
property laws and transferred to the appropriate state.