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                                                                   EXHIBIT 10.2A


                                HUMBOLDT BANCORP

               HUMBOLDT BANCORP AND SUBSIDIARIES DIRECTOR FEE PLAN
         (SECOND AMENDMENT AND RESTATEMENT EFFECTIVE DECEMBER 17, 2002)

         Humboldt Bancorp, a California corporation (the "Bancorp"), by
resolution of its Board of Directors, has adopted this Humboldt Bancorp and
Subsidiaries Director Fee Plan (the "Plan"), which constitutes a second
amendment and restatement of the Humboldt Bancorp and Subsidiaries Director Fee
Plan, previously amended and restated May 1, 2001.

         Bancorp wishes to amend and restate the prior Plan to advance the
interests of Bancorp and its subsidiaries to attract and retain members of the
Board of Directors of Bancorp and the Subsidiary persons who are not employees
of Bancorp or its Subsidiaries, but whose business experience and judgment are a
valuable asset to Bancorp and its Subsidiaries, by providing to such Directors
an election to receive their Director Fees in cash or Bancorp Stock, and an
election to defer the receipt of cash until such time as his/her term as a
Director ends or in Bancorp Stock annually or until such time as his/her term as
a Director ends;

         It is the intention that with respect to the deferred receipt of cash
or Bancorp Stock, this Plan constitute an unsecured and unfunded arrangement and
any claim of a Director be subject to the claims of Bancorp's and the relevant
Subsidiary's creditors until paid to the Director.

                                    ARTICLE I

                                   DEFINITIONS

         Whenever the following terms are used in the Plan, they shall have the
meaning specified below unless the context clearly indicates to the contrary.

"AGREEMENT" shall mean the written agreement between a Director of Humboldt
Bancorp or a Subsidiary relating to the Director Fees.

"BANCORP" shall mean Humboldt Bancorp, a California corporation.

"BANCORP STOCK" shall mean the common stock of Bancorp.

"BENEFICIARY" shall mean the beneficiary as designated or determined in Section
3.7.

"DIRECTOR" shall mean a non-employee member of the Board of Directors of Bancorp
or a Subsidiary.

"DIRECTOR FEE" shall mean the amount set forth in Section 3.1 to be paid or
credited in the manner selected by a Director pursuant to this Plan.


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"EARNINGS" shall mean the amount set forth in Section 3.4.1 and 3.4.2 resulting
from earnings on the deferral to be credited in the manner set forth in this
Plan.

"PLAN" shall mean this Director Fee Plan, as amended and restated.

"SECRETARY" shall mean the Secretary of Bancorp.

                                   ARTICLE II

                      NUMBER OF SHARES SUBJECT TO THE PLAN

The number of shares of Bancorp Stock underlying the Plan shall be 193,261 (as
adjusted from the amount of 146,410 for various stock splits, stock dividends
and the like as of May 1, 2001) until otherwise amended as provided for herein.

                                   ARTICLE III

                          FEES, ELECTION, AND EARNINGS

SECTION 3.1 - DIRECTOR FEE. The Director Fee shall constitute the aggregate of
the fees adopted by Bancorp's Board of Directors or the relevant Subsidiary's
Board of Directors for service on Bancorp's or the relevant Subsidiary's Board
of Directors or any Committee of Bancorp's or the relevant Subsidiary's Board of
Directors.

SECTION 3.2 - ELECTION.

         (i)      Within 30 days of the effective date of this Plan; or
         (ii)     within 30 days of appointment as a Director; and
         (iii)    prior to the next calendar year for each succeeding calendar
year, each Director shall make an election to receive his/her Director Fee as
follows:

1.       in cash, payable monthly; or
2.       in Bancorp Stock, payable annually; or
3.       in cash, at the end of his/her term as Director; or
4.       in Bancorp Stock, at the end of his/her term as Director.

SECTION 3.3. - CREDIT FOR DEFERRAL.

         SECTION 3.3.1 - CASH PAYMENT AT END OF TERM. If a Director chooses to
receive the Director Fee in cash at the end of his/her term as a Director
(option #3 in Section 3.2 above), an amount equal to the Director Fee shall be
credited on a monthly basis to an account in the name of the Director, which is
represented solely by bookkeeping entries. No monies or other assets shall
actually be set aside for the Director, and all payments shall be made from the
general assets. This credit shall constitute a mere promise to pay, and shall be
unsecured and unfunded. See Section 3.9.


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See Section 3.4 regarding earnings on such account.

         SECTION 3.3.2 - STOCK PAYMENT AT END OF TERM. If the Director chooses
to receive the Director Fee in Bancorp Stock, payable annually (option #2 in
Section 3.2 above) or in Bancorp Stock at the end of his/her term as a Director
(option #4 in Section 3.2 above), a credit for a number of shares equal to the
Director Fee divided by the month-end market value of Bancorp Stock shall be
made to an account in the name of the Director pursuant to this Plan. If less
than a full share of Bancorp Stock is remaining, that amount shall be added to
the next month's credit for the Director Fee. This credit in Bancorp Stock shall
represent a bookkeeping entry that is a mere promise to issue shares of Bancorp
Stock to such Director, and shall be unsecured and unfunded. No Bancorp Stock
shall actually be set aside or issued for payment under the Director's account.
See Section 3.9.

Section 3.4 regarding earnings on such account

SECTION 3.4 - EARNINGS ON DEFERRAL.

         SECTION 3.4.1 - CASH DEFERRAL. If a Director chooses option #3 in
Section 3.2 above, an amount equal to the Prime Rate as published by the Wall
Street Journal shall be credited to the Director's account maintained in
connection with the Deferral. This credit shall constitute a mere promise to
pay, and shall be unsecured and unfunded. See Section 3.9.

         SECTION 3.4.2 - STOCK DEFERRAL. If a Director chooses option #2 or #4
in Section 3.2 above and a stock or cash dividend is declared and paid, a credit
for a number of shares of Bancorp Stock shall be made to the Director's account
as follows:

         (i) if pursuant to a stock dividend, the number of shares of Bancorp
Stock equal to the stock dividend; or

         (ii) if pursuant to a cash dividend, the number of shares of Bancorp
Stock equal to the value of the cash dividend divided by the market value of
Bancorp Stock at the time of the dividend.

No shares of Bancorp Stock shall be issued in connection with this credit, nor
shall the Director have any rights of a shareholder in connection with this
credit. This credit in Bancorp Stock shall represent a bookkeeping entry that is
a mere promise to issue shares of Bancorp Stock to such Director, and shall be
unsecured and unfunded. No Bancorp Stock shall actually be set aside for payment
under the Director's account.

         Earnings paid or deferred pursuant to Section 3.4.1 and 3.4.2 shall
constitute ordinary income rather than dividend income.

SECTION 3.5 - NO RIGHTS AS A SHAREHOLDER. The Director shall have no voting or
dividend rights with respect to the account established and maintained in
connection with the deferral.


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         The interest of a Director under this Plan may not be sold, assigned,
encumbered or transferred in any manner, either voluntarily or involuntarily,
and any attempt to so anticipate, alienate, sell, transfer, assign, pledge,
encumber, or charge the same shall be null and void; neither shall the benefit
hereunder be liable for or subject to the debts, contracts, liabilities,
engagements, or torts of any person to whom such benefits or funds are payable,
nor shall they be subject to garnishment, attachment, or other legal or
equitable process, nor shall they be an asset in bankruptcy.

SECTION 3.6 - DISTRIBUTION ANNUALLY OR AT THE END OF DIRECTOR'S TERM. If a
Director elects to receive his/her Director Fee and Earnings thereon at the end
of the year or his/her term, such payments shall be made within 30 days of the
year end or the last day of his/her term, whichever is applicable. Distribution
shall be made whether the Director's term has ended because of resignation or
non-election at the end of the term. Notwithstanding any other provision of this
Plan to the contrary, a Director shall forfeit any and all of the Director Fee
and Earnings thereon payable hereunder if the Director has been removed for
cause.

         "For cause" for such purposes shall exist if the Bancorp Board of
Directors or the Subsidiary's Board of Directors determines that the Director
has committed an act of embezzlement, fraud, dishonesty, breach of fiduciary
duty to Bancorp or a Subsidiary; to have deliberately disregarded the rules of
Bancorp or a Subsidiary which resulted in loss, damage or injury to Bancorp or a
Subsidiary; if the Director has made any unauthorized disclosure of any of the
secrets or confidential information of Bancorp or a Subsidiary, induces any
client or customer of Bancorp or a Subsidiary to break any contract with Bancorp
or a Subsidiary or induces any principal for whom Bancorp or a Subsidiary acts
as agent to terminate such agency relations; engages in any substantial conduct
which constitutes unfair competition with Bancorp or a Subsidiary, or if the
Director is removed from his or her position by the Federal Reserve Board or any
other bank regulatory agency. In making such a determination, Bancorp's and
Subsidiary's Board of Directors shall act fairly and shall give the Director an
opportunity to appear and be heard at a hearing before the full Bancorp Board of
Directors and the full Subsidiary Board of Directors and present evidence on the
Director's behalf.

SECTION 3.7 - BENEFICIARY DESIGNATION. If a Director dies before receiving the
amount of his benefit under the Plan, such Director's Beneficiary shall receive
the distribution of the amount in the Director's account. A Director shall
designate a Beneficiary or Beneficiaries for all of his or her account by
completing the form prescribed by Bancorp for this purpose for the Plan and
submitting such form as instructed by Bancorp. Once a Beneficiary designation is
made, it shall continue to apply until and unless the Director makes and submits
a new Beneficiary designation form for this Plan.

         In the event that a Director dies without designating a Beneficiary, or
the Beneficiary designated is not surviving or in existence and no contingent
Beneficiary, surviving or in existence, has been designated, or the Beneficiary
designated cannot be located by Bancorp within one (1) year from the date of the
Director's death, then in any of


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such events, the Beneficiary of the Director shall be the Director's surviving
spouse, if any, and if not, the estate of the Director.

SECTION 3.8 - TAXES. If the whole of any part of the Director's or Beneficiary's
benefit hereunder shall become subject to any estate, inheritance, income,
employment or other tax which Bancorp or the relevant Subsidiary shall be
required to pay or withhold, Bancorp or the Subsidiary shall have the full power
and authority to withhold and pay such tax out of any monies or other property
held for the account of the Director or Beneficiary whose interests hereunder
are so affected. Prior to making any payment, Bancorp or the relevant Subsidiary
may require such releases or other documents from any lawful taxing authority as
it shall deem necessary.

SECTION 3.9 - DIRECTOR FEE SUBJECT TO BANCORP'S AND SUBSIDIARY'S CREDITORS. The
Director Fee and Earnings thereon are subject to claims of Bancorp's and the
relevant Subsidiary's general creditors and any credit to an account for future
payment constitutes an unsecured, unfunded promise to pay.

SECTION 3.10 - COMPLIANCE WITH SECURITIES LAWS. Bancorp shall not be obligated
to issue any shares of Bancorp Stock unless such shares are at that time
effectively registered or exempt from registration under the federal securities
laws and the offer and sale of the shares of Bancorp Stock are otherwise in
compliance with all applicable securities laws. Bancorp intends to register the
shares of Bancorp Stock under the federal securities laws and to take whatever
other steps may be necessary to enable the shares of Stock to be offered and
sold under federal or other securities laws. A Director may be required to
furnish representations or undertakings deemed appropriate by Bancorp to enable
the offer and sale of the Bancorp Stock or subsequent transfers of any interest
in such shares to comply with applicable securities laws. Evidences of ownership
of Bancorp Stock shall bear any legend required by, or useful for purposes of
compliance with, applicable securities laws and this Plan.

SECTION 3.11 - ADJUSTMENT FOR CHANGES IN CAPITALIZATION. The existence of this
Plan shall not affect Bancorp's right to effect adjustments, recapitalizations,
reorganizations or other changes in its, a Subsidiary's or any other
corporation's capital structure or business, any merger or consolidation, any
issuance of bonds, debentures, preferred or prior preference stock ahead of or
affecting Bancorp Stock, the dissolution or liquidation of Bancorp's,
Subsidiary's or any other corporation's assets or business or any other
corporate act whether similar to the events described above or otherwise. If the
outstanding shares of Bancorp Stock are increased or decreased in number or
changed into or exchanged for a different number or kind of securities of
Bancorp or any other corporation by reason of a recapitalization,
reclassification, stock split, combination of shares, stock dividend or other
event, an appropriate adjustment of the number and kind of securities with
respect to which an account has been credited will be made.


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                                   ARTICLE IV

                                OTHER PROVISIONS

SECTION 4.1 - DURATION OF PLAN. Subject to the claims of general creditors of
Bancorp and the Subsidiary, the Plan shall remain in effect until all Director
Fees and Earnings credited hereunder are paid.

SECTION 4.2 - AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.

The Plan may be wholly or partially amended or otherwise modified, suspended or
terminated at any time or from time to time by the Bancorp Board of Directors
except that, subject to the claims of general creditors of Bancorp and the
relevant Subsidiary, neither the amendment, suspension nor termination of the
Plan shall, without the consent of the Director, alter or impair any rights of
the Director.

SECTION 4.3 - EFFECT OF PLAN UPON OTHER COMPENSATION PLANS.

         (a)      Nothing in the Plan shall be construed to limit the right of
Bancorp or a Subsidiary to establish or continue any other forms of incentives
or compensation for Directors.

         (b)      Any contributions, benefits, grants or other awards under any
other compensation or incentive plan of Bancorp or a Subsidiary shall be
determined without regard to any amount under this Plan, unless specifically
provided otherwise in such plan or as may required by law.

SECTION 4.4 - NOTICE. All notices provided for in this Plan shall be directed to
the Secretary of Bancorp. Notices shall be deemed given upon personal delivery
or facsimile transmission, delivery by overnight courier or by deposit by mail,
first class, or registered or certified, postage prepaid with return receipt
requested.

SECTION 4.5 - CONSTRUCTION. The Plan shall be administered, interpreted and
enforced under the laws of the State of California.

SECTION 4.6 - TITLES. Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of the Plan.

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         I hereby certify that the Second Amendment and Restatement to the Plan
was duly adopted by the Board of Directors of Humboldt Bancorp on December 17,
2002.

         Executed on this 17th day of December, 2002.


                                            Patrick J. Rusnak
                                            Secretary









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