OFFICER SALARY CONTINUATION AGREEMENT


        This Agreement is made and entered into this 1st day of December,  1996,
by  and  between   Humboldt  Bank,  a  California   state-chartered   bank  (the
"Employer"), and Paul Ziegler (the "Officer").

                                    RECITALS

        WHEREAS, the Officer is an employee of the Employer serving as its Chief
Administrative Officer; and

        WHEREAS,  the Officer's  experience  and knowledge of the affairs of the
Employer and the banking  industry  are so  valuable,  it is deemed to be in the
best interests of the Employer to arrange salary  continuation  benefits for the
Officer  so as to  reasonably  induce the  Officer  to remain in the  Employer's
employment during the Officer's lifetime or until the age of retirement,  unless
the employment  relationship is terminated earlier as provided in the Agreement;
and

        WHEREAS, it is the desire of the Employer that the Officer's services be
retained as hereinafter provided; and

        NOW, THEREFORE,  in consideration of the services to be performed in the
future,  as well as the mutual  promises and  covenants  contained  herein,  the
Officer and the Employer agree as follows:

                                    AGREEMENT

                                    ARTICLE I

        1.1 Beneficiary. The term "Beneficiary" shall mean the person or persons
whom the Officer shall designate in a valid  Beneficiary  Designation  Notice to
receive the benefits provided hereunder. A Beneficiary  Designation Notice shall
be valid only if it is in the form attached hereto and made a part hereof and is
received by the Administrator prior to the Officer's death.

        1.2 Change In Control.  The term "Change in Control" shall mean a change
in control of a nature that would be required to be reported in response to Item
6(e) of Schedule l4A of Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange  Act"),  or in response to any other form
or  report  to  the  regulatory  agencies  or  governmental  authorities  having
jurisdiction  over Employer or any stock exchange on which Employer's shares are
listed  which  requires  the  reporting  of a change in control;  or any merger,
consolidation or  reorganization of Employer in which Employer does not survive;
or any sale, lease, exchange,  mortgage,  pledge,  transfer or other disposition
(in one  transaction  or a series of  transactions)  of any  assets of  Employer
having an aggregate  fair market value of fifty percent (50%) of the total value
of the  assets  of  Employer,  reflected  in the most  recent  balance  sheet of
Employer;  or any  "person"  (as such  term is used in the  Exchange  Act or any
individual,  corporation,  partnership, trust or any other entity) is or becomes
the  beneficial  owner,  directly  or  indirectly,  of  securities  of  Employer
representing  25% or  more of the  combined  voting  power  of  Employer's  then
outstanding  securities;  or in  any  one-year  period,  individuals  who at the
beginning of such period constitute the Board of Directors of Employer cease for
any reason to constitute at least a majority  thereof,  unless the election,  or
the nomination for election by Employer's shareholders,  of each new director is
approved by a vote of at least  three-quarters  of the  directors  then still in
office who were  directors at the beginning of the period;  or a majority of the
members  of the Board of Directors of Employer in office prior to the  happening

<PAGE>


of any event  determines in its sole  discretion  that as a result of such event
there has been a change in control.

        1.3 Disability.  The term "Disability" shall have the same meaning given
such term in the Employer's  Group Long Term Disability  Benefits portion of the
Group  Insurance  Plan dated January 1, 1995,  which is  incorporated  herein by
reference to the limited extent thereof.

        1.4  Administrator.   The  Administrator  and  sole  fiduciary  of  this
Agreement shall be the Employer.

        1.5    Plan Year.  The term "Plan Year" shall mean the Employer's fiscal
year.

        1.6 Surviving Spouse. The term "Surviving Spouse" shall mean the person,
if any, who shall be legally married to the Officer on the date of the Officer's
death.

        1.7 Termination for Cause.  The term  "Termination for Cause" shall mean
termination of the employment of the Officer by reason of any of the following:

               (a) The  willful  breach  of duty by  Employee  in the  course of
his/her employment.

               (b) The  habitual  neglect  by  Employee  of  his/her  employment
duties.

               (c)    The substantial  failure of Employee to perform the duties
                      of his/her  positions as determined solely by the Board of
                      Directors of Employer, subject to good faith, fair dealing
                      and reasonableness by Employer.

               (d)    Employee's deliberate violation of any State of California
                      or federal banking laws, or of the Bylaws, rules, policies
                      or resolutions of the California  Superintendent  of State
                      Banks or Federal  Deposit  Insurance  Corporation or other
                      regulatory   agency  or  governmental   authority   having
                      jurisdiction over Employer.

               (e)    The  determination by a state or federal banking agency or
                      governmental  authority having  jurisdiction over Employer
                      that  Employee is not  suitable to act in the capacity for
                      which he/she is employed by Employer.

               (f)    Employee is convicted  of any felony or a crime  involving
                      moral turpitude or a fraudulent or dishonest act.

               (g)    Employee   discloses   without  authority  any  secret  or
                      confidential  information not otherwise publicly available
                      concerning  Employer or takes any action which  Employer's
                      Board of Directors determines,  in its sole discretion and
                      subject to good faith,  fair  dealing and  reasonableness,
                      constitutes   unfair   competition  with  or  induces  any
                      customer to breach any contract with Employer.

<PAGE>

                                    ARTICLE 2

        2.1  Employment.  The  Employer  agrees to employ  the  Officer  in such
capacity as the  Employer  may from time to time  determine.  The  Officer  will
continue in the employ of the Employer in such capacity and with such duties and
compensation as may be determined from time to time by the Employer.

        2.2 Full  Efforts.  The Officer  agrees to devote  his/her full time and
attention exclusively to the business and affairs of the Employer, except during
vacation  periods,  and to use  his  best  efforts  to  furnish  faithfully  and
satisfactorily services to the Employer.

                                    ARTICLE 3

        3.1  Retirement.  If the  Officer  shall  continue  in the employ of the
Employer at least until attaining the age of sixty-five (65) years,  the Officer
may retire  from active  daily  employment  as of October 1, 2023,  or upon such
later date as may be mutually  agreed upon by the Officer and the  Employer.  In
any event, however, the Officer may continue to work after the age of sixty-five
(65) years.

        3.2 Payment.  The Employer  agrees that upon such retirement it will pay
to the Officer the annual sum of Seventy five thousand  four hundred  eighty-one
($75,481.00),  payable  monthly  on the first day of each month  following  such
retirement  for a period of One  Hundred  Eighty  (180)  months,  subject to the
conditions and limitations hereafter set forth.

        3.3 Death  After  Retirement.  The  Employer  agrees that if the Officer
shall so  retire,  but shall die  before  receiving  the full  amount of monthly
payments to which he/she is entitled  hereunder,  it will  continue to make such
monthly  payments to the  Officer's  designated  beneficiary  for the  remaining
period.  If a valid Beneficiary  Designation is not in effect,  then the payment
shall be made to the Officer's  Surviving Spouse, or if none, said payment shall
be made to the duly qualified personal representative, executor or administrator
of the Officer's estate.

                                    ARTICLE 4

        4.1 Death Prior to Retirement. In the event the Officer should die while
actively  employed by the Employer at any time after the date of this Agreement,
but prior to October 1, 2023, or if the Officer chooses to work after the age of
sixty-five  (65) years,  but dies before  retirement,  the Employer will pay the
annual sum of Seventy five thousand  four hundred  eighty one  ($75,481.00)  per
year to the Officer's designated beneficiary in equal monthly installments for a
period of One Hundred Eighty (180) months. If a valid Beneficiary Designation is
not in effect,  the payments shall be made to the Officer's  Surviving Spouse at
the time of death,  or if none,  said payments shall be made to a duly qualified
personal representative,  executor or administrator of the Officer's estate. The
said monthly payments shall begin the first day of the month following the month
of the death of the Officer, provided, however, that anything hereinabove to the
contrary notwithstanding,  no death benefits shall be payable hereunder if it is
determined  that the Officer's  death was caused by suicide on or before January
1, 1999.

        4.2  Disability  Prior to Retirement.  In the event the Officer  becomes
disabled while  actively  employed by the Employer at any time after the date of
this Agreement,  but prior to October 1, 2023, or if the Officer chooses to work
after  the  age  of  sixty-five  (65)  years,  but  becomes  disabled  prior  to
retirement,  the Officer will be  considered  to be one hundred  percent  (100%)
vested in the amount set forth for the year in  which  the  onset of  disability

<PAGE>

occurs as set forth in Schedule A attached  hereto and made a part hereof.  Said
amount at the  election of the Officer will paid to Officer in a lump sum within
three (3) months of the  determination of disability or be paid in equal monthly
installments as is mutually agreed upon by the Employer and the Officer.  If the
Officer elects to receive monthly payments, interest will be credited monthly on
the unpaid portion of the accrued benefit at the rate of prime minus one percent
(1%).  In the event the  Officer  dies  within  two (2) years as a result of the
injuries  or illness  that  caused the  original  disability,  the full  benefit
amount,  as set forth in Schedule  "A"  attached  hereto and made a part hereof,
will  be  paid to the  Officer's  designated  beneficiary  as  outlined  in this
Agreement.

                                    ARTICLE 5

        5.1  Termination  of  Employment.  The  Employer  reserves  the right to
terminate  employment  of the  Officer at any time prior to  retirement.  In the
event  that the  employment  of the  Officer  shall be  terminated  prior to the
Officer's   attaining  the  age  of  sixty-five  (65)  years,  or  the  date  of
termination,  other than by reason of disability or death,  then this  Agreement
shall  terminate  upon the date of such  termination  of  employment;  provided,
however,  that the Officer shall be entitled to the following benefits under the
following circumstances.

               (a)    Termination Without Cause.  If the Officer's employment is
                      terminated by the Employer without cause, the Officer will
                      be considered to be one hundred percent  (100%)  vested as
                      set  forth  in  Schedule  "A"  based  on  the  date of the
                      Officer's  Termination  of  Employment.   If the Officer's
                      employment  is  terminated under  the  provisions of  this
                      Paragraph  5.1(a),  the  Employer  will  pay the Officer's
                      vested amount in a lump sum within three (3) months of the
                      termination or be paid in equal monthly installments as is
                      mutually  agreed upon by the Employer and the Officer, but
                      in  no  event  commencing later  than  age sixty-five (65)
                      years.

               (b)    Voluntary  Termination  by Officer.  In the event that the
                      Officer voluntarily terminates his/her employment prior to
                      his/her  attaining the age of sixty-five  (65) years,  the
                      Officer will forfeit any benefits from this Plan.

               (c)    Termination  for Cause.  If the Officer is terminated  for
                      cause as defined in Paragraph 1.7 of this Agreement,  then
                      the Officer  shall be  entitled to no benefits  under this
                      Agreement and no amount shall be paid to the Officer under
                      this Agreement.

               (d)    Change  in  Control.   If  the  Officer's   employment  is
                      terminated  upon a Change in Control the  Officer  will be
                      considered to be one-hundred  percent (100%) vested as set
                      forth in  Schedule  "A" based  upon the date of  Officer's
                      termination of  employment.  The Officer will be paid in a
                      lump sum  within  ninety  (90) days  after  the  Change in
                      Control.

<PAGE>

                                    ARTICLE 6

        6.1  Termination  of Agreement by Reason of Changes in Law.  Employer is
entering into this Agreement upon the assumption that certain  existing tax laws
will continue in effect in substantially their current form. In the event of any
changes in such federal laws, the Employer shall have the option to terminate or
modify this Agreement,  provided, however, that the Officer shall be entitled to
at least the same amount as he/she would have been  entitled to under  Paragraph
4.2 of this Agreement  relating to disability.  The payment of said amount shall
be made upon such terms and  conditions  and at such time as the Employer  shall
determine,  but in no event  commencing  later than the age of  sixty-five  (65)
years, or the date of termination of the Officer's employment with Employer.

                                    ARTICLE 7

        7.1 Funding.  The  Employer  reserves the right to determine in its sole
and absolute discretion,  whether, to what extent and by what method, if any, to
fund  this  Agreement.  In the  event  that the  Employer  elects  to fund  this
Agreement,  in whole or in part, through the use of life insurance or annuities,
or both, the Employer shall  determine the ownership and beneficial  interest of
any such policy of life insurance or annuity.  The Employer further reserves the
right, in its sole and absolute  discretion,  to terminate any such policy,  and
any other  funding  of this  Agreement,  at any time,  in whole or in part.  The
Officer  shall not have any  pursuant to this  Agreement,  and any such  funding
source or amount  shall  not  constitute  security  for the  performance  or the
Employer's  obligations  pursuant to this Agreement.  The Officer agrees to sign
any documents and undergo any medical examination,  or tests, which the Employer
may request and which may be reasonably  necessary to facilitate any funding for
this Agreement including,  without limitation,  the acquisition of any policy of
insurance or annuity.

                                    ARTICLE 8

        8.1 Nonassignable.  Neither the Officer nor the Officer's spouse nor any
other  beneficiary  under  this  Agreement  shall  have  any  power  or right to
transfer,  assign,  anticipate,   hypothecate,  mortgage,  modify  or  otherwise
encumber in advance any of the benefits payable hereunder. Nor shall any of said
benefits be subject to seizure for the payment of any debts, judgements, alimony
or separate maintenance owed by the Officer or the Officer's  beneficiary or any
of them,  or be  transferrable  by operation of law in the event of  bankruptcy,
insolvency or otherwise.

                                    ARTICLE 9

        9.1 Claims Procedure.  The Employer shall make all  determinations as to
the rights to  benefits  under this  Agreement.  Any  decision  by the  Employer
denying a claim by the Officer or the Officer's  beneficiary  for benefits under
this Agreement shall be stated in writing and delivered or mailed to the Officer
or said beneficiary.  Such decision shall set forth the specific reasons for the
denial. In addition,  the Employer shall provide a reasonable opportunity to the
Officer or said  beneficiary  for full and fair review of the  decision  denying
such claim.

                                   ARTICLE 10

        10.1  Unsecured  General   Creditor.   The  Officer  and  the  Officer's
beneficiary shall have no legal or equitable  rights,  interests or claims in or
to any property or assets of the  Employer.  No assets of the Employer  shall be
held under any trust for the benefit of the Officer or his beneficiaries or held
in any way as security for the  fulfillment of the  obligations  of the Employer

<PAGE>


under  this  Agreement.  All of the  Employer's  assets  shall be and remain the
general  unpledged,   unrestricted  assets  of  the  Employer.   The  Employer's
obligation  under this  Agreement  shall be that of an  unfunded  and  unsecured
promise  by the  Employer  to pay  money  in the  future.  The  Officer  and its
beneficiaries  shall  be  unsecured  creditors  with  respect  to  any  benefits
hereunder.

                                   ARTICLE 11

        11.1 Reorganization. The Employer shall not merge or consolidate into or
with another corporation,  or reorganize or sell substantially all of its assets
to another  corporation,  firm or person,  unless and until such  succeeding  or
continuing  corporation,  firm or  person,  agrees to assume and  discharge  the
obligations  of the Employer under this  Agreement.  Upon the occurrence of such
event the term  "Employer" as used in this Agreement shall be deemed to refer to
such successor or survivor corporation.

                                   ARTICLE 12

        12.1 Binding  Effect.  This Agreement shall be binding upon and inure to
the benefit of the Officer and the Employer and as applicable,  their respective
heirs, beneficiaries, legal representatives, agents, successors and assigns.

                                   ARTICLE 13

        13.1  Contract  of  Employment.  This  Agreement  shall not be deemed to
constitute  a contract of  employment  between the Officer and the  Employer nor
shall any  provision  of this  Agreement  restrict  the right of the Employer to
terminate  the  Officer's  employment  or  restrict  the right of the Officer to
terminate  his/her  employment.  In  the  event  that  Officer  has  a  separate
Employment  Agreement  with  Employer  and in the  event of any  discrepancy  or
different  treatment  of any  term or  condition  in this  Agreement  from  said
Employment  Agreement,  or any  renewal  or  extension  thereof,  the  terms and
provisions of the Employment Agreement shall control.

                                   ARTICLE 14

        14.1 Notice.  Any notice  required or permitted of either the Officer or
the Employer under this Agreement shall be deemed to have been duly given, if by
personal  delivery,  upon  the date  received  by the  party  or its  authorized
representative;  if  by  facsimile,  upon  transmission  to a  telephone  number
previously  provided  by the  party  to whom the  facsimile  is  transmitted  as
reflected  in the  records  of the party  transmitting  the  facsimile  and upon
reasonable  confirmation of such transmission;  and if by mail, on the third day
after  mailing via U.S.  first  class mail,  registered  or  certified,  postage
prepaid and return receipt requested,  and addressed to the party at the address
given  below for the  receipt  of  notices,  or such  changed  address as may be
requested in writing by a party.

               If to Employer:     Humboldt Bank
                                   Attention:  Personnel Officer
                                   701 Fifth Street
                                   Eureka, CA 95501


<PAGE>
               If to Officer:      Paul Ziegler
                                   701 Fifth Street
                                   Eureka, CA 95501


                                   ARTICLE 15

        15.1 Partial Invalidity. If any term, provision,  covenant, or condition
of this  Agreement is held by a court of competent  jurisdiction  to be invalid,
void,  or  unenforceable,  such  determination  shall not render any other term,
provision,  covenant  or  condition  invalid,  void  or  unenforceable,  and the
Agreement  shall  remain in full force and effect  notwithstanding  such partial
invalidity.

                                   ARTICLE 16

        16.1  Arbitration.  All claims,  disputes and other  matters in question
arising  out of or relating to this  Agreement  or the breach of  interpretation
thereof shall be resolved by  arbitration  before the Judicial  Arbitration  and
Mediation Services,  Inc., ("JAMS"),  111 Pine Street, Suite 710, San Francisco,
California,  94111.  In the event JAMS is unable or  unwilling  to  conduct  the
arbitration  pursuant to this provision,  or has discontinued its business,  the
parties agree that the American Arbitration  Association ("AAA"), 417 Montgomery
Street, San Francisco,  California, 94104, shall be selected as a substitute for
JAMS subject to the same terms set forth  herein;  provided,  however,  that the
rules of AAA shall  apply to the  conduct of the  arbitration  to the extent not
inconsistent  with the intent of the  parties  as  expressed  herein.  Any award
rendered  by JAMS or AAA  shall be final and  binding  upon the  parties  and as
applicable,  their  respective  heirs,  beneficiaries,   legal  representatives,
agents,  successors and assigns,  and the obligation of the parties to arbitrate
pursuant to this clause shall be  specifically  enforceable  in accordance  with
Title IX of the California Code of Civil  Procedure.  Any arbitration  hereunder
shall be conducted within the city limits of Eureka, California.

                                   ARTICLE 17

        17.1  Governing Law and  Jurisdiction.  The laws of the United States of
America and the State of California, other than those laws denominated choice of
law  rules,  and the rules and  regulations  of the  Board of  Governors  of the
Federal  Reserve  System shall govern the validity,  construction  and effect of
this Agreement.

                                   ARTICLE 18

        18.1  Entire  Agreement.  This  Agreement  supersedes  any and all other
agreements,  either oral or in writing,  between the parties with respect to the
subject  matter  of  this  Agreement  and  contains  all  of the  covenants  and
agreements  between  the  parties  with  respect  thereto.  Each  party  to this
Agreement acknowledges that no other representations,  inducements, promises, or
agreements,  oral or otherwise, have been made by any party, or anyone acting on
behalf  of any  party,  which  are not  set  forth  herein,  and  that no  other
agreement,  statement, or promise not contained in this Agreement shall be valid
or binding on either party.

<PAGE>

                                   ARTICLE 19

        19.1  Modifications.   Any  modification  of  this  Agreement  shall  be
effective  only if it is in  writing  and  signed  by a party or its  authorized
representative.

        IN WITNESS  WHEREOF,  the Employer and the Officer  have  executed  this
Agreement  in the  city  of  Eureka,  state  of  California  on the  date  first
above-written.

EMPLOYER:                           OFFICER

/s/ Theodore S. Mason               /s/ Paul A.Ziegler                       
Theodore S. Mason                   Paul Ziegler