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                                                                   EXHIBIT 10.33

                        HUMBOLDT BANCORP AND SUBSIDIARIES
                                 CODE OF ETHICS


GENERAL PHILOSOPHY AND OVERVIEW

The honesty, integrity and sound judgment of the officers, employees and
directors of Humboldt Bancorp and its subsidiaries (hereinafter, individually
and collectively, referred to as the "Company") are each essential to the
Company's reputation and success. Our reputation depends upon the conduct of all
of the Company's representatives. Every officer, director and employee of the
Company must play a part in maintaining our reputation for the highest ethical
standards.

All individuals who come in contact with the Company -- whether customers,
employees, agents, vendors or others -- must be treated in a fair and respectful
manner. We have a history of succeeding through honest business competition, and
we do not seek competitive advantages through illegal or unethical business
practices. Each officer and employee should endeavor to deal fairly with the
Company's customers, service providers, suppliers, competitors and employees.
Taking unfair advantage of anyone is prohibited, whether through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other unfair dealing practice.

The Company expects each person associated with the Company to comply with all
applicable legal and regulatory requirements, and this Code of Ethics is based
on the Company's policy that all officers, directors and employees comply with
the law. However, while the law prescribes a minimum standard of conduct, this
Code of Ethics requires conduct that often exceeds the legal standard.

In order to engender confidence in independence of judgment and action, every
Company representative must scrupulously avoid any conflict of interest or even
an appearance of conflict that might arise because of economic or personal
self-interest. Therefore, each officer, director and employee must conduct his
or her official and personal affairs in such manner as to give the clear
impression that he or she cannot be improperly influenced in the performance of
his or her official duties, and in private life behave in a manner that does not
bring discredit to or impair the dignity or reputation of the Company. Each
officer, director and employee is expected to conduct and manage his or her
personal and financial affairs in a responsible manner, and may not incur debt
that he or she refuses or is unable to pay.

This Code of Ethics:

     o    Requires the highest standards for honest and ethical conduct,
          including proper and ethical procedures for dealing with actual or
          apparent conflicts of interest between personal and professional
          relationships, and provides guidance for officers, employees and
          directors to communicate such conflicts to the Company.

     o    Requires compliance with all applicable laws, rules and regulations.

     o    Addresses misuse or misapplication of Company property and corporate
          opportunities.

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     o    Requires the highest level of confidentiality and fair dealing within
          and outside the Company environment.

     o    Requires reporting of any illegal behavior.

THIS CODE PROVIDES GUIDANCE ON SEVERAL ASPECTS OF INTEGRITY AND CONFLICTS BUT
CANNOT AND DOES NOT COVER EVERY SITUATION YOU MAY ENCOUNTER. IF YOU ARE
UNCERTAIN ABOUT WHAT TO DO IN ANY SITUATION, OR IF YOU BECOME AWARE OF A
VIOLATION OF THIS CODE OF ETHICS, GUIDANCE SHOULD BE SOUGHT FROM YOUR IMMEDIATE
SUPERVISOR, THE HUMAN RESOURCES MANAGER OR THE COMPANY'S GENERAL COUNSEL. IF
ANYTHING PRESCRIBED HEREIN WILL CAUSE YOU DIFFICULTY, YOU SHOULD DISCUSS THE
PROBLEM WITH YOUR IMMEDIATE SUPERVISOR.

FAIR DEALING

Each officer, director and employee should undertake to deal fairly with the
Company's customers, potential customers, suppliers, competitors and employees.
No Company representative should take advantage of any other person or company
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair-dealing practice.

CONFLICTS OF INTEREST GENERALLY

A "conflict of interest" occurs when the private interest of an officer,
director or employee in any way interferes or appears to interfere with the
interests of the Company. Any position or interest, financial or otherwise,
which could materially conflict with your performance as an officer, director or
employee of the Company, or which affects or could reasonably be expected to
affect your independence or judgment concerning transactions between the
Company, its customers, suppliers or competitors, or which otherwise would
reflect negatively on the Company, should be viewed as a conflict of interest.
You are expected to avoid all situations that might lead to either a real or
apparent material conflict between your self-interest and your duties and
responsibilities as an officer, director or employee of the Company.

CORPORATE OPPORTUNITIES

Officers, directors and employees must ensure that their own business and
personal relationships with the Company are always at arm's length. In addition,
officers, directors and employees may not take business opportunities that the
Company is likely to do, or of a type that the Company is accustomed to doing,
away from the Company or direct them to third parties unless the Company has
already been offered the opportunity and turned it down (this prohibition shall
not apply to customary banking relationships such as having checking accounts
and/or loans with other banks).

No officer, director or employee of the Company, whether before or after a
transaction is discussed or consummated, may solicit, accept or agree to accept,
for him- or herself or for a third party, anything of value (other than normal
Company-authorized compensation) from anyone in return for any business, service
or confidential information of the Company, or which is otherwise connected with
the business of the Company or the performance of his or her employment or
duties at the Company. Furthermore, if any officer or employee, or member of his
or her family, is offered something of value from a customer or other person


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doing or proposing to do business with the Company beyond what is expressly
authorized in this Code, that officer or employee must immediately disclose the
facts of the offer to his or her immediate supervisor, and any supervisor
receiving such a report shall inform the President of the Company immediately.
(If a director or a member of his or her family is approached, the director
should immediately inform the President of the Company.)

Each officer, director and employee is expressly prohibited by this Code from:

     (i)  Improperly deriving, either personally or providing to any third
          party, any benefit from any opportunity discovered through the use of
          Company property, contacts, information or position.

     (ii) Accepting employment or engaging in a business (including consulting
          or similar arrangements) that may conflict with the performance of his
          or her duties, or with an interest of the Company.

     (iii) Acting on behalf of the Company in any transaction in which, directly
          or indirectly, any of the following have had a significant financial
          interest: (A) the officer, director or employee, (B) any member of his
          or her immediate family, or (C) any person or business who has either
          been a source of income to him or her or with whom he or she has had a
          business relationship (other than customary retail trade in the normal
          course of business) within the past 12 months.

There are certain situations in which you may accept a personal benefit from
someone with whom you transact business, such as:

     (i)  Accepting a gift of nominal value in recognition of a commonly
          recognized event or occasion (such as a promotion, new job, wedding,
          retirement, birthday or holiday). An award in recognition of service
          and accomplishment may also be accepted so long as the gift does not
          exceed $100 from any one individual in any calendar year.

     (ii) Accepting a gift, gratuity, amenity or favor based upon an obvious
          family or personal relationship (such as from a parent, child or
          spouse) where the circumstances make it clear that it is the
          relationship rather than the business of the Company which is the
          motivating factor.

    (iii) Accepting meals, refreshments, travel arrangements and accommodations
          and entertainment of reasonable value in the course of a meeting or
          other occasion to conduct business or foster business relations if the
          expense would be reimbursed by the Company as a business expense if
          the other party did not pay for it.

     (iv) Accepting advertising or promotional material of nominal value.

     (v)  Accepting something of value if the benefit is available to the
          general public under the same conditions on which it is available to
          you.


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CODE OF ETHICS

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"Nominal value" in the above examples means that it would be within one's
ability to reciprocate on a personal basis.

An officer, director or employee should not indirectly perform any act that this
policy prohibits directly. For example, it is just as improper to arrange for a
member of your family to receive a gift as it is for you to accept the gift
directly.


CONFIDENTIALITY

Nonpublic information regarding the Company or its business, employees,
customers or suppliers is confidential. Using confidential information about the
Company or its business, employees, officers, directors, customers, consumers or
suppliers for personal benefit, or disclosing such information to others outside
your normal duties, is prohibited.

In the course of performing their duties, Company officers, directors and
employees acquire confidential information considered to be extremely sensitive
by subsidiary bank customers. Under privacy regulations this information
includes (but is not limited to) address, phone number and social security
number as well as financial information. You are to use such confidential
information only for the business purpose intended. You may not share
confidential information with anyone outside of the Company, including family
and friends, or with other employees who do not need the information to carry
out their duties. Information about customers may be released only when
authorized by the customer or when legally mandated (as when subpoenaed), and
the information then released must be accurate and within the confines of a
proper authorizing document.


Confidential information is not limited to information about subsidiary bank
customers but includes proprietary information of the Company. The following is
a nonexclusive list of confidential information of the Company:

     o    Trade secrets, which include business or technical information such as
          any formula, program, method, technique, compilation or other
          information that is valuable because it is not generally known.

     o    All rights to any invention or process developed by an employee using
          Company facilities or trade secret information, resulting from any
          work for the Company or relating to Company business, is considered to
          be "work-for-hire" under the United States copyright laws and shall
          belong to the Company.

     o    Proprietary information such as customer lists and customers'
          confidential information.

You may be required to sign a specific confidentiality agreement in the course
of your employment with the Company. Whether you are or not, however, you remain
under an obligation to keep all customer and Company information confidential
even after your employment with the Company ends.

Public and media communications involving the Company must have prior clearance
for compliance from the Company's General Counsel or Chief Financial Officer.


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INSIDER TRADING

Any material nonpublic information that reflects favorably or adversely on the
investment value of any business enterprise is "insider" information. Insider
information may not under any circumstances be used for personal investment
advantage or provided to others for their investment advantage.

It is both unethical and illegal to buy, sell, trade or otherwise participate in
transactions involving Humboldt Bancorp stock or other equity security while in
possession of material nonpublic information concerning Humboldt Bancorp or a
subsidiary bank. The exercise of stock options may, in certain cases, be
similarly prohibited, and an optionee should check with Humboldt Bancorp's Chief
Financial Officer for guidance prior to exercising any options. It is also
unethical and illegal to buy, sell, trade or otherwise participate in
transactions involving the stock or other equity security of any other company
(such as subsidiary bank customers) while in possession of similar material
nonpublic information concerning such company. Any questions concerning the
propriety of participating in a Humboldt Bancorp or other company stock or other
security transaction should be directed to the Humboldt Bancorp Chief Financial
Officer.

EXTENSIONS OF CREDIT

Humboldt Bank may extend credit to any executive officer, director or principal
shareholder of the Company only on substantially the same terms as those
prevailing for comparable transactions with other persons or that may be
available to bank employees generally, as permitted by and in accordance with
Regulation O of the Board of Governors of the Federal Reserve System.

OUTSIDE BUSINESS RELATIONSHIPS

Any outside employment or participation in the affairs of an outside
organization that potentially may raise a material conflict of interest or
embarrassment to the Company must be approved in advance. Managers will review
outside employment requests for potential conflicts of interest.

Directors should disclose all new directorships or potential directorships to
the chairs of the Board of Directors and of the Governance and Nominating
Committee, respectively, in order to avoid any conflicts of interest and to
maintain independence.

An officer or employee should notify his or her immediate supervisor before
agreeing to act as a director, officer, consultant or advisor for any other
business organization.

The Company encourages civic, charitable, educational and political activities
as long as they do not interfere with the performance of duties at the Company.
Before agreeing to participate in any of these types of activity, an officer or
employee should contact his or her immediate supervisor.

Employees must disclose prior to or at the time of their hire the existence of
any employment agreement, non-compete or non-solicitation agreement,
confidentiality agreement or similar agreement with a former employer that in
any way restricts or prohibits their performance of any duty or responsibility
in a position with the Company. Copies of such agreements should be provided to
the Human Resources Manager to permit evaluation of the agreement in light of


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CODE OF ETHICS

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the employee's position. In no event shall an employee use any trade secret,
proprietary information or other similar property, acquired in the course of his
or her employment with another employer, in the performance of his or her duties
for or on behalf of the Company.

PROTECTION AND PROPER USE OF COMPANY PROPERTY

All officers, directors and employees should protect the Company's property and
assets and ensure their efficient and proper use. Theft, carelessness and waste
can directly affect the Company's profitability, reputation and success.
Permitting Company property (including data transmitted or stored electronically
and computer resources) to be damaged, lost or used in an unauthorized manner is
strictly prohibited. All Company assets should be used only for legitimate
business purposes. Officers, directors and employees may not use Company or
other official stationary for personal purposes.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

All officers, directors and employees are expected to demonstrate the ability to
properly manage their personal finances, particularly the prudent use of credit.
The Company recognizes that its customers must have faith and confidence in the
honesty and character of its officers, directors and employees. In addition to
the importance of maintaining customer confidence, there are specific laws that
outline the actions a bank must take regarding any known or suspected crime
involving its affairs. With regard to financial affairs, a bank must make a
criminal referral in the case of any known or suspected theft, embezzlement,
check/debit card kiting, misapplication or other defalcation involving bank
funds or bank personnel in any amount.

REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR

Fraudulent activity on the part of any person can significantly affect the
reputation and success of the Company. The Company requires its officers,
directors and employees to report to and discuss with supervisors, managers or
other appropriate personnel any known or suspected criminal activity involving
the Company or its employees. If, during the course of employment, you become
aware of any suspicious activity or behavior, including concerns regarding
questionable accounting or auditing matters, or suspected violations of laws,
rules, regulations or this Code of Ethics, you must report the same to the
President, the Human Resources Manager or the General Counsel of the Company.
Failure to do so is itself a violation of this Code. Reporting the activity will
not subject you to discipline unless you knowingly file a false report, and the
Company will not allow retaliation for reports made in good faith. ALL REPORTS
OF THIS NATURE ARE CONFIDENTIAL AND MAY BE KEPT ANONYMOUS.

SPECIAL PROVISIONS FOR CERTAIN SENIOR OFFICERS

The Chief Executive Officer, Chief Financial Officer and Controller of the
Company are expected to adhere not only to the Code of Ethics, as set forth in
this policy, but in addition to (1) ensure full, fair, accurate, timely and
understandable disclosure in all public communications made by the Company and
in all reports and documents required to be filed by the Company with, or which
are otherwise submitted to, regulatory and other governmental agencies, and (2)
provide the Board of Directors and colleagues with information that is accurate,
complete, objective, relevant, timely and understandable. Any matter involving
any material transaction or relationship that reasonably could be expected to


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give rise to a conflict of interest in, or any violation of this Code by, the
Chief Financial Officer or the Controller shall be reported to the Chief
Executive Officer; any such matter that involves the Chief Executive Officer
shall be reported to the Chairman of the Board.

ADMINISTRATION AND WAIVER OF CODE OF ETHICS

This Code of Ethics shall be administered and monitored by the Humboldt Bank
Human Resources Department. Any questions and further information on this Code
of Ethics should be directed to that department. Known or suspected violations
of this Code of Ethics will be investigated and may result in disciplinary
action up to and including immediate termination of employment.

All managers and direct supervisors are responsible for reviewing this Code of
Ethics with their subordinates each time a new edition of the Code of Ethics is
published. This Code of Ethics is also available on the Humboldt Bancorp web
site at: http://www.humboldtbancorp.com.


It is also the responsibility of the Human Resources Department to biennially
reaffirm understanding of this Code of Ethics by all officers and employees by
obtaining a signed certificate from each that he or she has read and understands
the guidelines and will comply with them. The provisions of the Code of Ethics
are included in the Company Employee Handbook. The Employee Handbook is issued
to all new officers and employees at the time of employment and is reissued to
existing officers and employees from time to time. Officers and employees are
required to sign a receipt for the Employee Handbook indicating they have read
this Code of Ethics and will comply with its provisions.

Officers, employees and directors of the Company are expected to follow this
Code of Ethics at all times. Generally, there should be no waivers to this Code
of Ethics. However, from time to time, the Company may waive some provisions of
this Code. Waivers will be determined on a case-by-case basis, with the advice
of the Company's General Counsel. Any officer or employee who believes that a
waiver may be called for should contact his or her supervisor or the Director of
Human Resources. Any waiver requested by a director or an executive officer may
only be approved by the Board of Directors, which shall have the sole and
absolute discretionary authority to approve any deviation from or waiver of this
Code of Ethics for such persons. Any such waiver relating to directors or
executive officers, and the grounds therefor, shall be disclosed within five
days on Form 8-K and also disclosed to shareholders in the Humboldt Bancorp
Annual Proxy Statement.


HUMBOLDT BANCORP AND SUBSIDIARIES
CODE OF ETHICS


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