**EXHIBIT 14.1**

CENTRAL COASTBANCORP

CODEOF ETHICS

**GeneralPolicy Statement**

     Itis the policy of Central Coast Bancorp and its subsidiary, Community Bank ofCentral California (together, the “Company”), that the Company’sdirectors, officers (including the principal executive, financial and accountingofficers, or controller and persons performing similar functions) and employeesconduct business in accordance with the highest ethical standards and incompliance with all laws, rules and regulations applicable to the Company inorder to merit and maintain the complete confidence and trust of theCompany’s customers, shareholders and the public in general.

     ThisCode of Ethics (“Code”) establishes standards of compliance toimplement the above-referenced policy and is intended to supplement theprovisions of any other personnel policies of the Company or codes of conductwhich may establish additional standards of ethical behavior applicable to theCompany’s directors, officers and employees. Any conflicts orinconsistencies between this Code and such personnel policies or codes ofconduct shall be resolved in favor of the provisions of this Code.

**I.CODE OF ETHICS PROVISIONS**

     **A.****Honest and Ethical Conduct**. It is policy of the Companythat all of its directors, officers and employees shall act in an honest andethical manner, including the ethical handling of actual or apparent conflictsof interest between personal and professional relationships. The Company expectsits directors, officers and employees to use good judgment, maintain highethical standards and to refrain from any form of illegal, dishonest orunethical conduct. Additionally, directors, officers and employees may notengage in any conduct directly or indirectly to influence, coerce, manipulate ormislead any accountant engaged in preparing an audit for the Company.

     **B.****Accurate and Timely Disclosure**. It is the policy of theCompany that shareholders and financial markets receive full, fair, accurate,timely and understandable disclosure in reports and documents that the Companyfiles with, or submits to the Securities Exchange Commission and in other publiccommunications. The Company realizes that only through compliance with suchdisclosure obligations can shareholders and the public analyze the condition ofthe Company. To the extent that directors, officers and employees of the Companyparticipate in the preparation or filing of such reports (which in each caseshall be presumed to include the principal executive officers, principalfinancial and accounting officers, or controller, and persons performing similarfunctions), such persons shall be responsible to ensure that those reports anddocuments comply with such policy.

**      C.Compliance with Applicable Governmental Laws, Rules and Regulatio**ns. All directors,officers and employees of the Company must fully comply with the spirit and intent of alllaws, rules and regulations applicable to the Company. 

     **D.****Prompt Internal Reporting of Code Violations**. The Companyhas established procedures governing the receipt, investigation and treatment ofreports of violations of this Code and governmental laws, rules and regulationsapplicable to the Company. The Company encourages its directors, officers andemployees to promptly report any such violations. Violations should be reportedto the Vice-Chairman of the Board of Directors of the Company. No retaliationagainst a director or an officer or employee reporting such a violation in goodfaith shall be permitted.

     **E.****Accountability**. It is the responsibility of each director,officer and employee of the Company to be familiar with this Code and anypersonnel policies or other codes of conduct of the Company which establishethical standards of behavior. The Company’s Board of Directors is expectedto make every reasonable effort to ensure that the Company’s directors,officers and employees comply with the provisions of this Code and any suchCompany personnel policies or other codes of conduct. Any Company director,officer or employee who violates the provisions of this Code or any such Companypersonnel policies or codes of conduct may be subject to disciplinary actionincluding, without limitation, termination of employment in the case of officersand employees.

**II.DISCLOSURE OBLIGATIONS**

**     A.Public Availability.** The Company will make a copy of this Code publicly available incompliance with applicable laws, rules and regulations. 

**     B.Changes and Waivers.** Any change to this Code or waiver from this Code may be made onlywith the prior consent of the Company's Board of Directors. Any such change or waiverwill be disclosed in compliance with applicable laws, rules andregulations.