TRICO BANCSHARES. TRI COUNTIES BANK By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Its: President and Chief Exeuctive Officer Date: December 11, 2017 EMPLOYEE /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Date: December 11, 2017 EXHIBIT A
TRICO BANCSHARES. By: -------------------------------------- Richxxx X. Xxxxx, Xxesident and CEO MELLON INVESTOR SERVICES LLC, as Rights Agent By: -------------------------------------- Name: --------------------------------- Title: -------------------------------- CERTIFICATE OF DETERMINATION OF PREFERENCES OF SERIES AA JUNIOR PARTICIPATING PREFERRED STOCK OF TRICO BANCSHARES, A CALIFORNIA CORPORATION The undersigned, Richxxx Xxxxx xxx Thomxx Xxxxxxx, XX HEREBY CERTIFY that:
TRICO BANCSHARES. By: -------------------------------------- Richxxx X. Xxxxx, Xxesident and CEO MELLON INVESTOR SERVICES LLC, as Rights Agent By: -------------------------------------- Name: --------------------------------- Title: -------------------------------- EXHIBIT A FORM OF CERTIFICATE OF DESIGNATION OF SERIES AA JUNIOR PARTICIPATING PREFERRED STOCK OF TRICO BANCSHARES TriCo Bancshares, a corporation organized and existing under the General Corporation Law of the State of California, in accordance with the provisions of Section 110 thereof, DOES HEREBY CERTIFY: That pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Articles of Incorporation of the said Corporation, the said Board of Directors on June 12, 2001, adopted the following resolution creating a series of 150,000 shares of Preferred Stock designated as "Series AA Junior Participating Preferred Stock": RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of the Articles of Incorporation, a series of Preferred Stock, no par value, of the Corporation be and hereby is created, and that the designation and number of shares thereof and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof are as follows:
TRICO BANCSHARES. By: -------------------------------------- Richxxx X. Xxxxx, Xxesident and CEO Attest By: ------------------------------- EXHIBIT B [Form of Right Certificate] Certificate No. R- Rights ----------- ---- NOT EXERCISABLE AFTER THE EXPIRATION DATE. AT THE OPTION OF THE CORPORATION, THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01 PER RIGHT OR EXCHANGE FOR COMMON STOCK, UNDER THE CIRCUMSTANCES AND ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHT CERTIFICATE WERE ISSUED TO A PERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON. THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY ARE VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]* Right Certificate TRICO BANCSHARES This certifies that _______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of June 25, 2001 (the "Rights Agreement"), between TriCo Bancshares, a California corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. Chico, California, time on the Expiration Date, as that term is defined in the Rights Agreement, at the office designated for such purpose by the Rights Agent, or its successor as Rights Agent, one one-hundredth of a fully paid, nonassessable share of the Series AA Junior Participating Preferred Stock, no par value ("Series AA Preferred Stock"), of the Company, at a purchase price of $49.00 per one one-hundredth of a share (the "Purchase Price") upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of shares which may be purchased upon exercise of each Right) and the Purchase Price set forth above, are the number and Purchase Price as of July 10, 2001, based on the shares of Series AA Preferred Stock of the Company as constituted at such date. * The portion of the legend in brackets shall be...
