EXHIBIT 14


                          SUTTER HOLDING COMPANY, INC.

                   CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER,
              CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER

A. SCOPE.

            This Code of Ethics has been adopted by the Board of Directors of
Sutter Holding Company Inc. (the "Company"), and is applicable to the Company's
Chief Executive Officer, Chief Financial Officer and to the Chief Accounting
Officer, or persons acting in such capacity, (collectively the "Covered
Officers"). Unless and until the board of directors forms a separate audit
committee, under the Securities and Exchange Commission's interpretation of its
disclosure rules, the Company's full board of directors functions as the de
facto audit committee for the Company with respect to all procedural and
disclosure requirements applicable to audit committees under Securities and
Exchange Commission rules. The Company's Board of Directors, and in particular
those members of the Board of Directors who are disinterested, shall have
oversight responsibility over the Company's officers for purposes of this Code
of Ethics. In each case in which this Code of Ethics refers to the
"disinterested members" of the Company's Board of Directors, the term
disinterested means, solely for the purposes of this Code of Ethics, those
members of the Board who are not directly involved in the transaction, event or
conflict giving rise to a reporting requirement, violation or other matter
subject to the enforcement obligations of the Board under this Code of Ethics.

B. PURPOSE.

            The Company is proud of the values with which it and its
subsidiaries conduct business. It has and will continue to uphold the highest
levels of business ethics and personal integrity in all types of transactions
and interactions. To this end, this Code of Ethics serves to (1) emphasize the
Company's commitment to ethics and compliance with the law; (2) set forth basic
standards of ethical and legal behavior; (3) provide reporting mechanisms for
known or suspected ethical or legal violations; and (4) help prevent and detect
wrongdoing.

            Given the variety and complexity of ethical questions that may arise
in the course of business of the Company and its subsidiaries, this Code of
Ethics serves only as a rough guide. Confronted with ethically ambiguous
situations, the Covered Officers should remember the Company's commitment to the
highest ethical standards and seek independent advice, where necessary, to
ensure that all actions they take on behalf of the Company and its subsidiaries
honor this commitment.


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C. ETHICS STANDARDS.

1. Honest and Ethical Conduct.

            The Covered Officers shall behave honestly and ethically at all
times and with all people. They shall act in good faith, with due care, and
shall engage only in fair and open competition, by treating ethically
competitors, suppliers, customers, and colleagues. They shall not misrepresent
facts or engage in illegal, unethical, or anti-competitive practices for
personal or professional gain.

            This fundamental standard of honest and ethical conduct extends to
the handling of conflicts of interest. The Covered Officers shall avoid any
actual, potential, or apparent conflicts of interest with the Company and its
subsidiaries and any personal activities, investments, or associations that
might give rise to such conflicts. They shall not compete with or use the
Company or any of its subsidiaries for personal gain, self-deal, or take
advantage of corporate opportunities. They shall act on behalf of the Company
and its subsidiaries free from improper influence or the appearance of improper
influence on their judgment or performance of duties. A Covered Officer shall
disclose any material transaction or relationship that reasonably could be
expected to give rise to such a conflict to the disinterested members of the
Board of Directors of the Company. No action may be taken with respect to such
transaction or party unless and until the disinterested members of the Board
have approved such action.

2. Timely and Truthful Disclosure.

            In reports and documents filed with or submitted to the Securities
and Exchange Commission and other regulators by the Company or its subsidiaries,
and in other public communications made by the Company or its subsidiaries, the
Covered Officers shall endeavor to make disclosures that are full, fair,
accurate, timely, and understandable. The Covered Officers shall provide
thorough and accurate financial and accounting data for inclusion in such
disclosures. The Covered Officers shall not knowingly conceal or falsify
information, misrepresent material facts, or omit material facts necessary to
avoid misleading the Company's or any of its subsidiaries' independent public
auditors or investors.

3. Legal Compliance.

            In conducting the business of the Company and its subsidiaries, the
Covered Officers shall comply with applicable governmental laws, rules, and
regulations at all levels of government in the United States and in any non-U.S.
jurisdiction in which the Company or any of its subsidiaries does business, as
well as applicable rules and regulations of self-regulatory organizations of
which the Company or any of its subsidiaries is a member. If the Covered Officer
is unsure whether a particular action would violate an applicable law, rule, or
regulation, the Covered Officer should seek the advice of counsel (if available)
before undertaking it.


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D. VIOLATIONS OF ETHICAL STANDARDS.

1. Reporting Known or Suspected Violations.

            The Covered Officers will promptly bring to the attention of the
disinterested members of the Company's Board of Directors any information
concerning a material violation of any of the laws, rules or regulations
applicable to the Company and the operation of its businesses, by the Company or
any agent thereof, or of violation of the Code of Ethics. Reports of violations
will be investigated by the Company's counsel under the supervision of the
disinterested members of the Board of Directors and the findings communicated to
the Board.

2. Accountability for Violations.

            If the Company's Board determines that this Code of Ethics has been
violated, either directly, by failure to report a violation, or by withholding
information related to a violation, it may discipline the offending Covered
Officer for non-compliance with penalties up to and including termination of
employment. Violations of this Code of Ethics may also constitute violations of
law and may result in criminal penalties and civil liabilities for the offending
Covered Officer and the Company or its subsidiaries.


















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