HUMBOLDT BANCORP
10.24
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ascexhibit1024.txt
<DESCRIPTION>10.24
<TEXT>
<PAGE> 1

                                EXHIBIT 10.24

        FIRST AMENDMENT TO EMPLOYMENT AGREEMENT OF ROBERT M. DAUGHERTY



     This First  Amendment to Employment  Agreement of Robert M.  Daugherty (the
"Amendment")  is entered into this ____ day of May,  2002, by and between Robert
M. Daugherty (hereinafter  "Executive") and Humboldt Bancorp ("Employer"),  with
reference to the following facts:

                                 RECITALS

     WHEREAS,  Employer and Executive entered into an Employment  Agreement (the
"Agreement") on April 11, 2002 under which Executive  became President and Chief
Executive Officer of Employer effective April 15, 2002; and

     WHEREAS,  on  March  25,  2002,  when  negotiations  between  Employer  and
Executive were  concluded with respect to the terms of Executive's  compensation
pursuant to the Agreement,  including stock options and bonus compensation,  the
market price of Employer's stock was $9.90 per share; and

     WHEREAS,  on April 15,  2002,  the date on which stock  options for 150,000
shares of Humboldt Bancorp stock were granted  Executive by Employer pursuant to
the Agreement, the market price of Employer's stock was $11.95 per share; and

     WHEREAS,  such increase in the market price of Employer's stock resulted in
an unintended  diminution of value of said stock options  between March 25, 2002
and April 15, 2002 of approximately $300,000; and

     WHEREAS,  it is the desire of the Board of  Directors of Employer to adjust
Executive's compensation to provide a means for Executive to potentially recover
all or part of said diminution of the value of said stock options and to reflect
increasing stock value in the future; and

     WHEREAS,  on April 22, 2002,  the Board of  Directors in executive  session
passed a resolution approving such an adjustment;

     NOW,  THEREFORE,  in  consideration of the Recitals set forth above and the
role Executive's  efforts will play in future increases in the value of Humboldt
Bancorp stock, Employer and Executive hereby agree as follows:

1.   In this Amendment,  unless otherwise  expressly provided  capitalized terms
     shall have the meanings ascribed to them as are set forth for such terms in
     the Agreement.

2.   In all respects  other than as expressly  set forth  herein,  the Agreement
     remains unmodified.

3.   Subparagraph (b) of Paragraph 7 of the Agreement is amended to read, in its
     entirety, as follows:

<PAGE> 2

(b)  Incentive Programs.
     ------------------

     (i)  General. During the Term of Employment, Executive shall be entitled to
          participate in any annual and longer-term  incentive  programs adopted
          by Employer and which cover employees in positions  comparable to that
          of  Executive.  Specifically,  and  not in  limitation  of the  above,
          Executive  shall be entitled to a guaranteed  first-year  bonus at the
          end of  Executive's  first  full  year of  service  in the  amount  of
          $130,000,  with bonuses  thereafter  based upon  performance up to one
          hundred percent (100%) of Executive's base salary existing at the time
          of any such bonus.

     (ii) Special  Incentive Bonus. As a completely  independent  incentive plan
          and  notwithstanding  any limitation set forth in subparagraph  (i) of
          this  Paragraph  7(b),  if at any time on or before April 15, 2005 and
          while  Executive  is employed by Employer in the capacity of President
          and Chief Executive Officer:

          (1)  The price of  Humboldt  Bancorp  stock  closes at over $16.00 per
               share for thirty (30) consecutive days,  Executive will receive a
               cash bonus of $100,000;

          (2)  The price of  Humboldt  Bancorp  stock  closes at over $21.00 per
               share for thirty (30) consecutive days,  Executive will receive a
               further cash bonus of $100,000;

          (3)  The price of  Humboldt  Bancorp  stock  closes at over $26.00 per
               share for thirty (30) consecutive days,  Executive will receive a
               further cash bonus of $100,000;

          provided,  however,  that each of the Humboldt  Bancorp  stock closing
          prices  set forth in  subparagraphs  (1),  (2) and (3)  above  will be
          adjusted for any stock split or stock dividend which may occur between
          the date of this Agreement and the date of the applicable  bonus;  and
          provided further, that in the event of a change of control of Humboldt
          Bancorp which results in the per share value of Humboldt Bancorp stock
          exceeding one or more of the closing prices set forth in subparagraphs
          (1), (2) and (3) above, the bonus(es) applicable to such price(s) will
          be  granted  immediately  upon the  effective  date of such  change in
          control and the requirement  hereinabove set forth for a 30-day period
          of maintenance of stock price level at or above the stated level shall
          be  waived.  As an  example  only,  if,  at a time  when the  value of
          Humboldt Bancorp stock has never reached the price of $16.00 per share
          and maintained  that price for 30 consecutive  days, a tender offer is
          made and accepted for the purchase of Humboldt  Bancorp for $23.00 per
          share, on the effective date of the change of control  Executive would
          be entitled to a bonus of  $200,000.  The method and timing of payment
          of any Special Incentive Bonus set forth in this subparagraph (ii) may
          be agreed upon  between  Executive  and the Board of  Directors at the
          time of its grant, if and when that occurs; provided, however, that in
          the event no  agreement  can be reached  within 45 days of such grant,
          the bonus  shall be paid to  Executive,  at  Executive's  option,  (a)
          immediately  in  a  single  installment,   or  (b)  in  equal  monthly
          installments over the immediately succeeding twelve (12) months.

     IN WITNESS WHEREOF,  Employer and Executive have executed this Amendment on
May ___ , 2002.


HUMBOLDT BANCORP                            ROBERT M. DAUGHERTY

by
Name:
         ---------------------------        -----------------------------

Title:                                      Date:
        -----------------------------       -----------------------------

Date:
        ------------------------------



</TEXT>
</DOCUMENT>
