RIVERVIEW BANCORP INC (Form: 10-K, Received: 06/05/2017 17:28:14)

EXHIBIT 10.3

RIVERVIEW BANCORP, INC.

RIVERVIEW COMMUNITY BANK

EMPLOYMENT AGREEMENT

FOR

_________________________

RIVERVIEW BANCORP, INC.

RIVERVIEW COMMUNITY BANK

RIVERVIEW ASSET MANAGEMENT AND TRUST COMPANY

EMPLOYMENT AGREEMENT FOR

__________________________

This EMPLOYMENT AGREEMENT (" Agreement ") by and between RIVERVIEW BANCORP, INC., a registered savings and loan holding company (" Bancorp "), RIVERVIEW COMMUNITY BANK, a federally chartered savings bank (the " Bank "), which is a wholly owned subsidiary of Bancorp and Riverview Asset Management and Trust Company (Bancorp, the Bank and the Trust Company are collectively referred to as the " Company "), and ________________________________ (" Executive ") is dated ______________________, ________ (the " Effective Date ").

At-Will Employment . The Bank will continue to employ Executive, subject to the terms and conditions set forth in this Agreement. The employment is "at will." Notwithstanding the term of this Agreement, the Bank may terminate Executive's employment at any time for any lawful reason or for no reason at all, subject to the provisions of this Agreement.

2. Term; Extension .

(a)

Term . The term of this Agreement begins on the Effective Date and ends on ______________________, subject to extension as provided in subsection (b) below.

(b)

Extension . At any time during the term of this Agreement, the Bank's Board of Directors (the " Board ") may elect to extend the term of this Agreement. If the Board elects to extend this Agreement, the term of this Agreement shall be extended through September 30 of the third calendar year following the year in which the Agreement is extended. This Agreement may be extended any number of times in a similar manner.

Position . Executive will serve as the Bank's___________________ or such other position at the same grade level as the Bank may designate from time to time. Executive also agrees to serve, if elected, as an officer and/or director of the Company or any of its affiliates. Executive will faithfully and diligently perform the duties that are normal and customary to the position, as well as those duties assigned from time to time by the Board and/or the Bank's Chief Executive Officer (the " CEO ").

4. Obligations .

(a)

Executive shall devote Executive's best efforts, energies, and skills to the position and shall not engage in any business or employment activity that is not on the Company's behalf (whether or not pursued for gain or profit), except for:

(1)

Activities described in Section 10(c), or that are approved in writing in advance by the Bank's Board; and

(2)

Passive investments that do not involve Executive providing any advice or services to the businesses in which the investments are made.

(b)

Executive agrees to act in accordance with the laws of the State of Washington and the federal government and pursuant to the general guidelines and directions as established from time to time by the Company.

(c)

The Company anticipates that Executive will be active in community associations in the Company's market area.

5. Compensation/Benefits .

(a)

Base Salary . For services performed under this Agreement, Executive's annual base salary as of the Effective Date is $______________ (the " Base Salary "). The Base Salary will be paid in accordance with the Bank's regular payroll schedule. Executive's Base Salary shall be reviewed at least annually and may be increased by the Bank in its sole discretion.

(b)

Incentive Compensation . In addition to the Base Salary, Executive will participate in the Bank's Salary at Risk Program and any successor incentive compensation plans (" Incentive Compensation ").

(c)

Other Benefits . During the term of this Agreement, Executive shall be entitled to receive all employee benefits the Bank provides to its employees generally.

(d)

Reimbursable Expenses . Executive is authorized to receive reimbursement for reasonable expenses incurred in performing Executive's duties and in promoting the business of the Company, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established from time to time by the Bank.

(e)

Vacation . Executive shall be entitled to paid vacation according to the Bank's Personnel Policy Manual.

(f)

Indemnification . The Company shall provide Executive (including Executive's heirs, executors and administrators) with coverage under a standard directors' and officers' liability insurance policy at its expense, and, with respect to any claims not covered by that policy, shall indemnify Executive (and Executive's heirs, executors and administrators) to the fullest extent permitted under law against all expenses and liabilities reasonably incurred by Executive in connection with or arising out of any action, suit or proceeding brought by a third party against the Company in which Executive may be involved by reason of having been a director or officer of the Company or any of its affiliates (whether or not Executive continues to be a director or officer at the time of incurring those expenses or liabilities). Such indemnification shall include, but shall not be limited to, expenses and liabilities arising out of any claims by a third party that

Executive violated any employment or non-solicitation agreement with a former employer by approaching current employees of that former employer to become employees of the Company. Those expenses and liabilities include, but are not limited to, court costs, attorneys' fees and expenses, judgments and reasonable settlement costs.

6.	Definitions .

(a)

" Cause ."

(1)

Grounds for Termination. Cause for termination of employment means the occurrence of any one or more of the following:

(A)

Conviction of any felony or of any crime in connection with Executive's duties;

(B)

Removal of Executive from office or permanent prohibition of Executive from participating in the conduct of the Company's affairs by an order issued by a bank regulatory authority;

(C)

Willful misfeasance, gross negligence, conduct involving dishonesty, or a material breach of a fiduciary duty in the performance of Executive's duties;

(D)

Conduct significantly harmful to the Company, including but not limited to public disparagement of the Company or any affiliate of the Company, intentional violation of law or of any significant policy or procedure of the Company;

(E)

Refusal or failure to act in accordance with any lawful stipulation, requirement or directive of the Board or CEO; or

(F)

Chronic drug or alcohol abuse.

(2)

Procedure for Termination. Termination for Cause will be automatic upon the occurrence of an incident under paragraph (1)(A) or (B) above. Otherwise, the Board may not terminate Executive's employment for Cause unless:

(A)

With respect to incidents under paragraph (1)(C), (D), (E) or (F):

(i)

Executive is given reasonable written notice (in no event less than five business days' notice) of the Board meeting called to make that determination; and

(ii)

Executive and Executive's legal counsel are given the opportunity to address that meeting.

(B)

In addition, with respect to incidents under paragraph (1)(E) or (F) only, Executive is first given:

(i)

Written notice by the Board or CEO specifying in detail the performance issues; and

(ii)

A reasonable opportunity to cure the issues specified in the notice.

(b)

" Good Reason ."

(1)

Subject to paragraph (2) below, Good Reason for Executive's resignation means any one or more of the following occurring without Executive's consent:

(A)

Reduction of Executive's Base Salary;

(B)

A material reduction in Executive's opportunity to receive incentive‑based compensation as compared to the opportunity under the Salary at Risk Program or such other incentive based compensation program as in effect as of the Effective Date or the current renewal date of this Agreement, as applicable, unless that reduction applies generally to all executive officers at the Executive's grade level;

(C)

A material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date or the current renewal date of this Agreement, as applicable, unless that reduction applies generally to all executive officers at the Executive's grade level; or

(D)

A relocation or transfer of Executive's principal place of employment that would require Executive to commute on a regular basis more than 25 miles each way from the main business office of the Company as of the Effective Date.

(2)

To resign for Good Reason, Executive must give the Bank:

(A)

Written notice of resignation not more than ninety (90) days after the initial occurrence of the circumstances giving rise to Executive's intended resignation for Good Reason; and

(B)

A reasonable opportunity of at least thirty (30) days in which to cure those circumstances.

7.	Severance Benefits .

(a)

Payment of Accrued Salary and Benefits. Upon termination of Executive's employment for any reason, Executive will receive payments for all Base Salary

and benefits accrued as of the date of Executive's termination, which shall be paid in accordance with applicable law. All further compensation and benefits shall terminate as of the date of termination, except as otherwise required by law (e.g., COBRA coverage) or as provided in subsection (c) or (d) below.

(b)

Termination for Cause or Without Good Reason . If Executive's employment is terminated by the Bank for Cause or by Executive without Good Reason, Executive will have no right to receive additional compensation past the date of termination and will have no right to any unpaid Incentive Compensation.

(c)

Termination Without Cause or for Good Reason .

(1)

If Executive's employment is terminated by the Bank without Cause or by Executive with Good Reason, the Bank will pay Executive (or in the event of Executive's subsequent death, Executive's beneficiaries or estate) a severance benefit (the " Severance Benefit ") in an aggregate amount equal to:

(A)

___ months of Executive's monthly Base Salary (based on the Executive's Base Salary as of the date of termination of employment);

(B)

Any Incentive Compensation not yet paid based on the fiscal year that ended immediately before the date of termination;

(C)

Prorated Incentive Compensation for the fiscal year in which the termination occurs based on performance through the month ended before the date of termination; and

(D)

Continued coverage under the Bank's then existing benefit plans for life insurance, medical and disability insurance for the number of months stated in subparagraph (A) above following the termination of employment; provided, however, that if the Bank's benefit plans do not permit continued participation by Executive following termination of employment, the Bank shall include in the Severance Benefit an amount equal to the premiums (estimated in good faith by the Bank) that the Bank would have paid under those benefit plans for Executive's continued participation for the number of months stated under subparagraph (A) above.

(2)

Subject to the restrictions in paragraph (3) below, the Severance Benefit will be paid in a lump sum within ten (10) days of termination of Executive's employment or, if later, the day after the expiration of the revocation period as described in Section 8(a) below.

(3)

Payment of the Severance Benefit will be subject to the following conditions:

(A)

All payroll tax withholding and other deductions required by law;

(B)

The limitations in Section 8 below; and

(C)

If the Severance Benefit is subject to § 409A of the Internal Revenue Code of 1986, as amended, (the " Code ") and Executive is deemed to be a "specified employee" within the meaning of Code § 409A(a)(2)(B)(i), the lump-sum payment will not be made until the seventh month following termination of employment.

(d)

Change in Control Benefits .

(1)	If Executive's employment terminates under circumstances that qualify as a payment event under the Change In Control Agreement between the Company and Executive, as amended, (the " C‑I‑C Agreement "), Executive will receive:

(A)	Only those payments under this Agreement that are payable under subsection (a) above; and

(B)	The benefits payable in accordance with the terms and conditions of the C‑I‑C Agreement in lieu of those payable under subsection (c) above.

(2)

If Executive's employment terminates under circumstances that do not qualify as a payment event under the C‑I‑C Agreement (e.g., because the change in beneficial ownership is not large enough to qualify as a change in control as defined under the C‑I‑C Agreement or because the termination occurs after the period of time covered by that agreement), the compensation and benefits payable to Executive upon termination of employment will be determined solely under this Section 7.

(e)	Disability .

(1)

If Executive becomes disabled as defined in the Bank's then current long‑term disability plan (or, if no such plan is then in effect, if Executive is permanently and totally disabled within the meaning of Code § 22(e)(3) as determined by a physician designated by the Bank), Executive's employment will terminate and the Bank will pay Executive, as disability pay and in lieu of the Severance Benefit, a monthly payment equal to seventy‑five percent (75%) of Executive's bi-weekly rate of Base Salary.

(2)	These disability payments will continue for the period of time (the " Disability Payment Period ") that commences on the effective date of Executive's termination for disability and ends on the earliest of the:

(A)	Executive's full-time employment with another employer;

(B)	Executive's death; or

(C)	Expiration of the period of time stated in subsection (c)(1)(A) above.

(3)

The disability pay shall be reduced by the amount, if any, paid to Executive under any plan of the Bank providing disability benefits to Executive or any compensation paid to Executive as a result of subsequent reemployment of Executive by the Bank during the remaining term of the Disability Payment Period.

(4)

During the Disability Payment Period, the Bank will, if possible, continue Executive's life, medical, dental, and disability coverage on the policies in existence before Executive's termination for disability. If the Bank is unable to continue the policy coverage, the Bank will pay Executive, within 30 days of the date it is determined continued coverage is not possible, a cash amount equal to the premiums that the Bank would have paid for such coverage for the remainder of the Disability Payment Period, based on the premium amounts paid immediately before termination of the insurance coverage.

8.	Limitations on Benefit Payments .

(a)

Release of Claims . Executive's receipt of the Severance Benefit is conditioned on Executive having executed a separation agreement in substantially the form attached hereto as Exhibit A (the " Separation Agreement ") and the revocation period having expired without Executive having revoked the Separation Agreement. If the combined consideration and revocation periods (as defined in Sections 15 and 16 of the Separation Agreement) overlap two calendar years, the payment will be made in the later of the two years (irrespective of the year in which the Separation Agreement is effective and irrevocable) resulting in taxation to Executive in the second calendar year.

(b)

Compliance with Material Terms. Receipt of the Severance Benefit is further conditioned on Executive not being in violation of any material term of this Agreement or in violation of any material term of the Separation Agreement.

(c)

of the banking regulator to make the payment in the highest amount permissible, up to the amount provided for in this Agreement.

9.	Restrictive Covenants .

(a)

Confidential Information .

(1)

Executive acknowledges that, in the course of Executive's employment, Executive will or may have or obtain knowledge of confidential information and other secrets concerning the Company and its business, plans and strategies, its actual and prospective customers, and other matters which are valuable to the Company and which the Company does not want disclosed (" Confidential Information ").

(2)

Executive will not, during and after the term of this Agreement, disclose to any other person or entity any Confidential Information concerning the Company, its business operations or customers, or use for Executive's own purposes or permit or assist others in the use of such confidential information, unless:

(A)

Bancorp's Board of Directors consents to the use or disclosure of the information;

(B)

The use or disclosure is consistent with Executive's duties under this Agreement; or

(C)

Disclosure is required by law or court order.

(b)

Noncompetition .

(1)

Executive agrees not to Compete with the Company, for a one-year period following termination of employment for any reason, in any city, town, or county in which the Company has an office or branch or has filed an application for regulatory approval to establish an office or branch, determined as of the effective date of the termination of employment.

(2)

The term " Compete " means being employed by or providing consulting or other services to, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Company.

(c)

Nonsolicitation .

(1)

During employment and for a one-year period following termination of Executive's employment for any reason whatsoever, Executive will not solicit any Customer of the Bank or of any of the Bank's affiliates for services or products then provided by the Bank or any of its affiliates.

(2)

" Customers " are:

(A)

All customers serviced by the Bank or any of the Bank's affiliates at any time within 12 months before termination of Executive's employment;

(B)

All customers and potential customers whom the Bank or the Bank's affiliates, with the knowledge or participation of Executive, actively solicited at any time during the 12 months before termination of Executive's employment; and

(C)

All successors, owners, directors, partners and management personnel of the Customers described in subparagraph (A) or (B) above.

(d)

Nonraiding of Employees .

(1)

Executive recognizes that the workforce of the Bank and its affiliates are a vital part of the Company's business. Therefore, Executive agrees that for 12 months following termination of Executive's employment for any reason whatsoever, Executive will not directly or indirectly recruit or solicit any Employee to leave his or her employment with the Bank or any of the Bank's affiliates.

(2)

Without limiting the foregoing, Executive will not:

(A)

Disclose to any third party the names, backgrounds, or qualifications of any of the Employees or otherwise identify them as potential candidates for employment; or

(B)

Personally or through any other person approach, recruit, interview or otherwise solicit Employees to work for any other employer.

(3)

" Employees " are all employees working for the Bank or any of the Bank's affiliates at the time of termination of Executive's employment.

(e)

Injunctive Relief . Executive acknowledges that it is impossible to measure in money the damages that the Company will incur if Executive fails to observe the covenants in this Section 9 (the " Restrictive Covenants ") and, therefore, Executive agrees that:

(1)

The Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining Executive from committing any breach or threatened breach of the Restrictive Covenants;

(2)

If the Company is required to post a bond in order to secure an injunction or other equitable remedy, that bond shall be no more than a nominal amount;

(3)

Executive waives any claim or defense that an adequate remedy at law is available to the Company; and

(4)

These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity.

(f)

Reasonableness . The parties agree that:

(1)

This Agreement in its entirety, and in particular the Restrictive Covenants, is reasonable both as to time and scope;

(2)

The Restrictive Covenants are necessary for the protection of the Company's business and goodwill;

(3)

The Restrictive Covenants are not any greater than are reasonably necessary to secure the Company's business and goodwill;

(4)

The degree of injury to the public due to the loss of the service and skill of Executive or the restrictions placed upon Executive's opportunity to make a living with Executive's skills upon enforcement of those covenants, does not and will not warrant non-enforcement of those restraints; and

(5)

If the scope of the Restrictive Covenants is adjudged too broad to be capable of enforcement, then the parties authorize that court or arbitrator to narrow the Restrictive Covenants so as to make them capable of enforcement, given all relevant circumstances, and to enforce them to the fullest extent allowed.

(g)

Survival . This Section shall survive the termination of this Agreement.

10.	Creative Work .

(a)

Except as provided in Section 10(c), below, Executive agrees that all creative work and work product, including but not limited to all technology, business management tools, processes, software, patents, trademarks and copyrights developed by Executive during employment with the Company, regardless of when or where such work or work product was produced, constitutes work made for hire, all rights of which are owned by the Company.

(b)

Except as provided in Section 10 (c), below, Executive hereby assigns to the Company all rights, title, and interest, whether by way of copyrights, trade secret, trademark, patent, or otherwise, in all such work or work product, regardless of whether it is subject to protection by patent, trademark or copyright laws.

(c)

The provisions of this Section 10 shall not apply to: (1) any publications written in whole or in part by Executive and published by Bureau of National Affairs, the American Bar Association, or the successors or assigns of either; and (2) any work product created as a result of presentations made or articles written by Executive.

11.	Return of Company Property . When Executive ceases for any reason to be employed by the Bank:

(a)

Executive must immediately return to the Company:

(1)

All keys, pass cards, identification cards and any other property of the Company, and disclose all computer user identifications and passwords used by Executive in the course of employment or necessary for accessing information on the Company's computer system; and

(2)

All originals and copies (whether in hard copy, electronic or other form) of any documents, drawings, notes, memoranda, designs, devices, diskettes, tapes, manuals and specifications which constitute Confidential Information or proprietary information or material of the Company.

(b)

The obligations in this Section include the return of documents and other materials that may be in Executive's desk at work, Executive's car or place of residence, or in any other location under Executive's control.

12.	Dispute Resolution .

(a)

Arbitration .

(1)

The parties agree to submit any dispute arising under this Agreement, regardless of the nature of the dispute or the legal concepts involved, to final, binding, private arbitration in Vancouver, Washington. Disputes subject to arbitration include not only disputes involving the meaning or performance of this Agreement, but disputes about its negotiation, drafting or execution.

(2)

The dispute will be determined by a single arbitrator and governed by then existing rules of arbitration procedure in Clark County Superior Court except as set forth in this Section. Instead of filing a civil complaint in Clark County Superior Court, a party will commence the arbitration process by noticing the other party. The parties will choose an arbitrator who specializes in employment conflicts from the arbitration list for Clark County Superior Court. If the parties are unable to agree on an arbitrator within ten (10) days of receipt of the list of arbitrators, each party will select one attorney from the list, and those two attorneys shall select the arbitrator from the list. Each of the two selecting attorneys will then conclude their services and be compensated by the party who selected that attorney, subject to recovery of those fees under subsection (b) below.

(3)

The arbitrator may charge his or her standard arbitration fees rather than the fees prescribed in Clark County Superior Court arbitration procedures.

(4)

Subject to the limitations under Section 13(i), the arbitrator will have full authority to determine all issues, including arbitrability, to award any remedy, including permanent injunctive relief, and to determine any

request for attorneys' fees, costs and expenses in accordance with subsection (b) below.

(5)

There shall be no right of review in court. The arbitrator's award may be reduced to final judgment or decree in Clark County Superior Court.

(b)

Expenses/Attorneys' Fees . The prevailing party shall be awarded all costs and expenses of the proceeding, including but not limited to, attorneys' fees, filing and service fees, witness fees and arbitrator's fees. If arbitration is commenced, the arbitrator will be required to name the prevailing party and will have full authority and complete discretion to make that determination and the amount of costs and expenses to be awarded. The prevailing party shall be entitled to recover any reasonable attorneys' fees and other costs and expenses it incurs in enforcing or collecting an arbitration award.

13.	Miscellaneous .

(a)

Notices . Any notice to be delivered under this Agreement shall be given in writing and shall be deemed delivered when received or three days after mailing, by certified mail, postage prepaid, addressed to the CEO or to Executive at Executive's last known address on the records of the Bank, if mailed. Either party may designate an address for notices by written notice to the other.

(b)

Governing Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Washington.

(c)

Amendment/Waiver .

(1)

This Agreement may not be amended, released, discharged, abandoned, changed or modified in any manner, except by an instrument in writing signed by each of the parties hereto.

(2)

The failure of any party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part of it or the right of any party to enforce each and every such provision. No waiver or any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

(d)

Severability . If any provision of this Agreement is held by a court or arbitrator to be invalid or unenforceable, the remaining provisions shall continue to be fully effective. If any part of this Agreement is held to be unenforceable as written, it shall be enforced to the maximum extent allowed by applicable law. The unenforceability of any provision in this Agreement in any jurisdiction shall not affect the enforceability of any provision of this Agreement in any other jurisdiction.

(e)

Entire Agreement . This Agreement represents the entire agreement between the parties regarding the matters addressed in this Agreement and together with the

Bank's Personnel Policy Manual governs the terms of Executive's employment. Where there is a conflict between this Agreement and the Personnel Policy Manual, the terms of this Agreement shall govern. This Agreement supersedes any other prior oral or written employment agreement between the parties. This Agreement does not supersede any incentive compensation agreement (including stock option agreements) and/or the Change in Control Agreement entered into separately by the parties to this Agreement.

(f)

Code § 409A Compliance . If the Company or Executive believes, at any time, that this Agreement does not comply with Code § 409A, it will promptly advise the other party, and both parties will negotiate reasonably and in good faith to amend the terms of the Agreement so that it complies with the most limited possible economic effect on the Company and Executive.

(g)

Assignment; Death; Binding Effect .

(1)

Executive shall not assign or transfer any of Executive's rights under this Agreement, wholly or partially, to any other person or to delegate the performance of the Executive's duties under the terms of this Agreement.

(2)

Upon Executive's death, no death benefit is payable under this Agreement other than benefits that were already in pay status at the date of death. Executive's rights under this Agreement with respect to any benefits earned before the date of death shall inure to Executive's heirs, executors, administrators or personal representatives.

(3)

The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding in each and every respect upon the direct and indirect successors and assigns of the Company, regardless of the manner in which the successors or assigns succeed to the interests or assets of the Company. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company, by any merger, consolidation or acquisition where the Company is not the surviving corporation, by any transfer of all or substantially all of the Company's assets, or by any other change in the Company's structure or the manner in which the Company's business or assets are held. Executive's employment shall not be deemed terminated upon the occurrence of one of the foregoing events. In the event of any merger, consolidation or transfer of assets, this Agreement shall be binding upon and shall inure to the benefit of the surviving corporation or the corporation to which the assets are transferred.

(h)

Survival . If any benefits provided to Executive under this Agreement are still owed, or claims under the Agreement are still pending at the time of termination of this Agreement, this Agreement shall continue in force with respect to those obligations or claims, until those benefits are paid in full or those claims are resolved in full. The Restrictive Covenants and dispute resolution provisions of

this Agreement shall survive the termination of this Agreement and shall be enforceable regardless of any claim Executive may have against the Company.

(i)	Board's Authority.

(1)

The Board has the authority to interpret and construe the provisions of this Agreement, including the attached Separation Agreement. However, with respect to any decision of the Board regarding Executive's benefits under this Agreement or the attached Separation Agreement (including eligibility for benefits, the calculation of benefits or the forfeiture of benefits), the burden of proof shall be on the Board and that decision shall be:

(A) Subject to the duty of good faith and fair dealing;

(B) Supported by a preponderance of the evidence; and

(C)

Made by the affirmative vote of at least three fourths of the Board.

(2)

An arbitrator or a court reviewing such a decision by the Board shall make its own independent decision and not grant deference to the Board's decision.

(j)

Joint and Several Obligations. Bancorp and the Bank will be jointly and severally liable for the payment obligations under this Agreement.

(k) Actions by Banking Regulatory Authorities .

(1)

If Executive is suspended and/or temporarily prohibited from participating in the conduct of the Company's affairs by a notice served under § 8(e)(3) or (g)(1) of the FDIA, 12 U.S.C. § 1818(e)(3) and (g)(1), the Company's obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may in its discretion:

(A)

Pay Executive all or part of the payments under this Agreement that were withheld while its obligations under this Agreement were suspended; and/or

(B)

Reinstate in whole or in part any of its obligations which were suspended.

(2)

If Executive is removed and/or permanently prohibited from participating in the conduct of the Company's affairs by an order issued under § 8(e)(4) or (g)(1) of the FDIA, 12 U.S.C. § 1818(e)(4) and (g)(1), Executive shall be terminated for Cause as of the effective date of the order.

(3)

If the Company is in default (as defined in § 3(x)(1) of the FDIA, 12 U.S.C. § 1813(x)(1)), all further obligations under this Agreement shall terminate as of the date of default.

(4)

This Agreement may be terminated entirely or suspended for a period of time by the applicable banking regulatory authority, or as otherwise required by law, if:

(A)

The Federal Deposit Insurance Corporation (" FDIC ") enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in § 13(c) of the FDIA, 12 U.S.C. § 1823(c);

(B)

The applicable banking regulatory authority approves a supervisory merger to resolve problems related to the operation of the Company; or

(C)

The applicable banking regulatory authority determines the Company is in an unsafe or unsound condition.

(5)

The Severance Benefit and the indemnification rights granted under Section 5(f), are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) and FDIC regulation 12 C.F.R. Part 359, "Golden Parachute and Indemnification Payments."

14.

Advice of Counsel . Executive acknowledges that, in executing this Agreement, Executive has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation of its provisions.

EXECUTIVE:

_________________________________________

Date: _______________________________________________________________

RIVERVIEW COMMUNITY BANK	RIVERVIEW BANCORP, INC.

By: ______________________________________	By: ______________________________________

Title: _____________________________________	Title: _____________________________________

Date: _____________________________________	Date: _____________________________________

Exhibit A

EMPLOYMENT SEPARATION AGREEMENT AND RELEASE OF CLAIMS

This is a confidential agreement (this " Separation Agreement ") between you, _______________, and us, Riverview Community Bank (the " Bank ") and Riverview Bancorp, Inc. (" Bancorp ") (Bancorp and the Bank are collectively referred to as " Riverview "). This Separation Agreement is dated for reference purposes _____________, 20___, which is the date we delivered this Separation Agreement to you for your consideration.

1.	Termination of Employment . Your employment terminates (or was terminated) on _______________, 20___ (the " Separation Date ").

Payments . In exchange for your agreeing to the release of claims and other terms in this Separation Agreement, we will pay you the Severance Benefit specified in Section 7 of the Employment Agreement between you and Riverview dated __________________ (the " Employment Agreement "), which is incorporated herein by reference. You acknowledge that we are not obligated to make these payments to you unless you comply with the Restrictive Covenants in Section 9 of the Employment Agreement and otherwise comply with the material terms of the Employment Agreement and of this Separation Agreement.

COBRA Continuation Coverage . Your normal employee participation in Riverview's group health coverage will terminate on the Separation Date or, if provided under the group health plan, the last day of the month in which the Separation Date occurs. Continuation of group health coverage thereafter will be made available to you and your dependents pursuant to federal law (COBRA). Continuation of group health coverage after the Separation Date is entirely at your expense, as provided under COBRA.

Termination of Benefits . Except as provided in Section 3 above, your participation in all employee benefit plans and programs ends (or ended) on the Separation Date or as otherwise provided in those plans. Your rights under any benefit or other plans in which you may have participated will be determined in accordance with the written plan documents governing those plans.

5.	Full Payment . You acknowledge having received full payment of all compensation of any kind (including wages, salary, paid time off, sick leave, commissions and incentive compensation) that you earned as a result of your employment by us and that was owing to you as of the Separation Date.

No Further Compensation . Any and all agreements to pay you bonuses or other incentive compensation are terminated. You understand and agree that you have no right to receive any further payments for bonuses or other incentive compensation. We owe you no further compensation or benefits of any kind, except as described in Section 2 above.

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7.	Release of Claims .

(a)

You hereby release:

(1)

Riverview and its affiliates and benefit plans (each, including Riverview, a " Riverview Affiliate ");

(2)

Each of the Riverview Affiliates' past and present shareholders, executives, directors, officers, agents, employees, representatives, administrators, fiduciaries and attorneys; and

(3)

The predecessors, successors, transferees and assigns of each of such persons and entities, from any and all claims of any kind, known or unknown, that arose on or before the date you signed this Separation Agreement.

(b)

The claims you are releasing include, without limitation, claims of wrongful termination, claims of constructive discharge, claims arising out of employment agreements, representations or policies related to your employment, claims arising under federal, state or local laws or ordinances prohibiting discrimination or harassment or requiring accommodation on the basis of age, race, color, national origin, religion, sex, disability, marital status, sexual orientation or any other status, claims of failure to accommodate a disability or religious practice, claims for violation of public policy, claims of retaliation, claims of failure to assist you in applying for future position openings, claims of failure to hire you for future position openings, claims for wages or compensation of any kind (including overtime claims), claims of tortious interference with contract or expectancy, claims of fraud or negligent misrepresentation, claims of breach of privacy, defamation claims, claims of intentional or negligent infliction of emotional distress, claims of unfair labor practices, claims arising out of any claimed right to stock or stock options or other equity interests, claims for attorneys' fees or costs, and any other claims that are based on any legal obligations that arise out of or are related to your employment relationship with us.

(c)

You specifically waive any rights or claims that you may have under Title 49 of the Revised Code of Washington, the Civil Rights Act of 1964 (including Title VII of that Act), the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967 (ADEA), the Americans with Disabilities Act of 1990 (ADA), the Fair Labor Standards Act of 1938 (FLSA), the Family and Medical Leave Act of 1993 (FMLA), the Worker Adjustment and Retraining Notification Act (WARN), the Employee Retirement Income Security Act of 1974 (ERISA), the National Labor Relations Act (NLRA), and all similar federal, state and local laws.

(d)

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individually or through a class action. You agree never to start or participate as a plaintiff in any lawsuit or arbitration asserting any of the claims you are releasing in this Separation Agreement. You represent and warrant that you have not initiated any complaint, charge, lawsuit or arbitration involving any of the claims you are releasing in this Separation Agreement.

(e)

Should you apply for future employment with a Riverview Affiliate, the Riverview Affiliate has no obligation to consider you for future employment.

(f)

You represent and warrant that you have all necessary authority to enter into this Separation Agreement (including, if you are married, on behalf of your marital community) and that you have not transferred any interest in any claims to your spouse or to any third party.

(g)

This Separation Agreement does not affect your rights arising under any of the Bank's benefit plans through the Separation Date or afterwards under the terms of those plans to receive pension plan benefits, medical plan benefits, unemployment compensation benefits or workers' compensation benefits.

(h)

This Separation Agreement also does not affect your rights under agreements, bylaw provisions, insurance or otherwise, to be indemnified, defended or held harmless in connection with claims that may be asserted against you by third parties.

(i)

You understand that you are releasing potentially unknown claims, and that you have limited knowledge with respect to some of the claims being released. You acknowledge that there is a risk that, after signing this Separation Agreement, you may learn information that might have affected your decision to enter into this Separation Agreement. You assume this risk and all other risks of any mistake in entering into this Separation Agreement.

(j)

You are giving up all rights and claims of any kind, known or unknown, except for the rights specifically given to you in this Separation Agreement.

(k)

You agree that this release is fairly and knowingly made.

8.	No Admission of Liability . Neither this Separation Agreement nor the payments made under this Separation Agreement are an admission of liability or wrongdoing by any Riverview Affiliate.

Riverview Materials . You represent and warrant that you have, or no later than the Separation Date will have, returned all keys, credit cards, documents and other materials that belong to us, and disclosed all computer user identifications and passwords used by you in the course of your employment or necessary for accessing information on our computer system, in accordance with Section 11 of the Employment Agreement, which is incorporated herein by reference.

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10.	Nondisclosure Agreement . You will comply with the covenant regarding confidential information in Section 9(a) of the Employment Agreement, which covenant is incorporated herein by reference.

11.	No Disparagement . You may not disparage any Riverview Affiliate or its business or products, and may not encourage any third parties to sue a Riverview Affiliate.

12.

Cooperation Regarding Other Claims . If any claim is asserted by or against a Riverview Affiliate as to which you have relevant knowledge, you will reasonably cooperate with us in the prosecution or defense of that claim, including by providing truthful information and testimony as reasonably requested by us.

13.

Noncompetition; Nonsolicitation; No Interference . You will comply with Section 9(b), 9(c) and 9(d) of the Employment Agreement, incorporated herein by reference, and Riverview will have the right to enforce those provisions under the terms of Section 9(e) of the Employment Agreement, incorporated herein by reference. Following the expiration of the covenants referenced in the preceding sentence, you will not, apart from good faith competition, interfere with any Riverview Affiliate's relationships with customers, employees, vendors, or others.

14.	Independent Legal Counsel . You are advised and encouraged to consult with an attorney before signing this Separation Agreement. You acknowledge that you have had an adequate opportunity to do so.

15.

Consideration Period . You have 21 days from the date this Separation Agreement is given to you to consider this Separation Agreement before signing it. You may use as much or as little of this 21-day period as you wish before signing. If you do not sign and return this Separation Agreement within this 21-day period, you will not be eligible to receive the benefits described in this Separation Agreement.

16.

Revocation Period and Effective Date . You have 7 calendar days after signing this Separation Agreement to revoke it. To revoke this Separation Agreement after signing it, you must deliver a written notice of revocation to the Bank's Chief Executive Officer before the 7-day period expires. This Separation Agreement shall not become effective until the 8th calendar day after you sign it. If you revoke this Separation Agreement, it will not become effective or enforceable, and you will not be entitled to the benefits described in this Separation Agreement.

17.	Governing Law . This Separation Agreement is governed by the laws of the State of Washington that apply to contracts executed and to be performed entirely within the State of Washington.

18.

Dispute Resolution . Any dispute arising under this Agreement shall be subject to arbitration in accordance with Section 12 of the Employment Agreement, as modified by Section 13(i) of the Employment Agreement, which sections are specifically incorporated by reference, in their entirety, in this Agreement.

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19.	Saving Provision . If any part of this Separation Agreement is held to be unenforceable, it shall not affect any other part. If any part of this Separation Agreement is held to be unenforceable as written, it shall be enforced to the maximum extent allowed by applicable law.

20.

Final and Complete Agreement . Except for the Employment Agreement and/or the Change in Control Agreement, which are expressly incorporated herein by reference, this Separation Agreement is the final and complete expression of all agreements between us on all subjects related to your employment or its termination and supersedes and replaces all prior discussions, representations, agreements, policies and practices. You acknowledge you are not signing this Separation Agreement relying on anything not set out herein.

Riverview Community Bank

By: _____________________________________

Title: _____________________________________

Date: _____________________________________

Riverview Bancorp, Inc.

By: _____________________________________

Title: _____________________________________

Date: _____________________________________

I, the undersigned, having been advised to consult with an attorney, hereby agree to be bound by this Separation Agreement and confirm that I have read and understood each part of it.

___________________________________________________

________________________________________________________________________

Printed Name

________________________________________________________________________
Date

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PDX_DOCS:517712.11-kh

EXHIBIT 10.4

RIVERVIEW BANCORP, INC.

RIVERVIEW COMMUNITY BANK

AND

RIVERVIEW ASSET MANAGEMENT AND TRUST COMPANY

CHANGE IN CONTROL AGREEMENT

FOR

_________________________________________________________________

RIVERVIEW BANCORP, INC.

RIVERVIEW COMMUNITY BANK and

RIVERVIEW ASSET MANAGEMENT AND TRUST COMPANY

CHANGE IN CONTROL AGREEMENT

FOR

This CHANGE IN CONTROL AGREEMENT (" Agreement ") by and between RIVERVIEW BANCORP, INC., a registered savings and loan holding company (" Bancorp "), RIVERVIEW COMMUNITY BANK, a federally chartered savings bank (the " Bank "), which is a wholly owned subsidiary of Bancorp and RIVERVIEW ASSET MANAGEMENT AND TRUST COMPANY ("the Trust"), a subsidiary of the Bank (Bancorp, the Bank and the Trust are collectively referred to as the " Company "), and (" Executive "), is dated _________________ (the " Effective Date ").

1. Term; Extensions .

(a)

Term. The term of this Agreement begins on the Effective Date and ends on ___________________, subject to extension as provided in subsection (b) below.

(b)

Extensions. At any time during the term of this Agreement, Bancorp's Board of Directors may elect to extend the term of this Agreement. If the Board of Directors elects to extend this Agreement, the term of this Agreement shall be extended through September 30 of the third calendar year following the year in which the Agreement is extended. This Agreement may be extended any number of times in a similar manner.

2.	Definitions .

(a)

" Cause ."

(1)

Grounds for Termination. Cause for termination of employment means the occurrence of any one or more of the following:

(A)

Conviction of any felony or of any crime in connection with Executive's duties;

(B)

Removal of Executive from office or permanent prohibition of Executive from participating in the conduct of the Company's affairs by an order issued by a bank regulatory authority;

(C)

Willful misfeasance, gross negligence, conduct involving dishonesty, or a material breach of a fiduciary duty in the performance of Executive's duties;

(D)

(E)

Refusal or failure to act in accordance with any lawful stipulation, requirement or directive of the Trust's Board of Directors or Chief Executive Officer.

(2)

Procedure for Termination. Termination for Cause will be automatic upon the occurrence of an incident under paragraph (1)(A) or (B) above. Otherwise, the Trust's Board of Directors may not terminate Executive's employment for Cause unless:

(A) With respect to incidents under paragraph (1)(C), (D), or (E):

(i)

Executive is given reasonable written notice (in no event less than five business days' notice) of the Trust's Board of Director's meeting called to make that determination; and

(ii)

Executive and Executive's legal counsel are given the opportunity to address that meeting.

(B)

In addition, with respect to incidents under paragraph (1) (C) or (E) only, Executive is first given:

(i)

Written notice by the Trust's Board of Directors or Chief Executive Officer specifying in detail the performance issues; and

(ii)

A reasonable opportunity to cure the issues specified in the notice.

(b) " Good Reason ."

(1)

Subject to paragraph (2) below, Good Reason for Executive's resignation means any one or more of the following occurring without Executive's consent:

(A)

Reduction of Executive's base salary as in effect immediately prior to the Change in Control (as defined in subsection (c) below);

(B)

A material reduction in Executive's opportunity to receive incentive-based compensation as compared to the opportunity under the Salary at Risk Program or such other incentive-based compensation program as in effect immediately prior to the Change in Control;

(C)

A material reduction in the benefits and perquisites to Executive from those being provided immediately prior to the Change in Control;

(D)

A relocation or transfer of Executive's principal place of employment that would require Executive to commute on a regular basis more than 15 miles each way from the main business office of the Company as of the date of this Agreement or outside the State of Washington; or

(E)

A change in Executive's position of employment such that Executive's functions, authority, duties or responsibilities are materially changed and, as a result of such change, are inappropriate in light of Executive's position prior to the change, Executive's previous employment experience, and Executive's career development.

(2)

To resign for "Good Reason," Executive must give the Trust:

(A)

Written notice of resignation not more than ninety (90) days after the initial occurrence of the circumstances giving rise to Executive's intended resignation for Good Reason; and

(B)

A reasonable opportunity of at least thirty (30) days in which to cure those circumstances.

(c)

" Change in Control " means:

(1)

The Trust, the Bank or Bancorp merges or consolidates with another corporation and as a result, less than 51% of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were the holders of the Trust, the Bank or Bancorp's voting securities immediately before the merger or consolidation;

(2)

Any person, entity, or group of persons or entities, other than through merger or consolidation, acquires a majority of the Trust, the Bank or Bancorp's outstanding common stock or substantially all of the Trust's, the Bank's or Bancorp's assets;

(3)

The incumbent directors of either the Bank's or Bancorp's Board of Directors change for any reason by two or more members of that Board of Directors. The "incumbent directors" are those directors who are either:

(A)

Directors on the Effective Date; or

(B)

Elected, or nominated for election, to that Board of Directors by a majority vote of the members of that Board of Directors or the Nominating Committee of that Board of Directors who were directors on the Effective Date. However this subparagraph (B) does not include any director whose election came as a result of an actual or threatened election contest regarding the election or removal of directors or other actual or threatened solicitation of proxies relating to the election of directors of that Board of Directors; or

(4)

Approval by Bancorp's, the Bank's or the Trust's shareholders of the Trust's complete liquidation, dissolution or sale to another entity.

3 .	Change in Control Benefits .

(a)

Benefit Amount.

(1)

Subject to the limitations under paragraph (2) below, if Executive's employment with the Trust is terminated by the Trust without Cause or is terminated by Executive with Good Reason, within the number of months stated under subparagraph (A) below after the effective date of a Change in Control, the Company shall pay Executive a severance benefit (the " Change in Control Benefit ") equal to:

(A)

___ months of Executive's monthly base salary (based on the higher of Executive's base salary as of the Change in Control or as of the date of termination of employment);

(B)

Any incentive compensation earned from the Bank's Salary at Risk Program and/or any successor incentive compensation plans (" Incentive Compensation ") not yet paid based upon the fiscal year that ended immediately before the date of the termination;

(C)

Prorated Incentive Compensation for the fiscal year in which the termination occurs based on performance through the month ended before the date of termination; and

(D)

Accelerated vesting to 100% on all stock options or restricted stock issued to Executive.

(2)

The Change in Control Benefit shall not exceed the lesser of:

(A)

2.99 times the sum of Executive's annual base salary in effect immediately prior to the Change in Control, plus an amount equal to the average annual Incentive Compensation and bonus earned by Executive for the three fiscal years preceding the Change in Control; or

(B) The lesser of the limitations determined under Section 4(c) and (d).

(3)

The Change in Control Benefit shall be subject to any withholding and payroll deduction requirements.

(b)

Additional Benefits. In the event Executive's employment with the Trust is terminated by the Trust without Cause or is terminated by Executive with Good Reason within the number of months stated in Section 3(a)(1)(A) after the effective date of a Change in Control, the Bank shall provide continued coverage under the then existing the Bank's benefit plans for life, medical and disability insurance for a period of three years following a termination of employment; provided, however, that if the Bank's benefit plans do not permit continued participation by Executive following termination of employment, the Company shall include in the lump-sum payment of the Change in Control Benefit under subsection (c) below an amount equal to the premiums (estimated in good faith by the Bank) that the Bank would have paid under such benefit plans for Executive's continued participation for a three‑year period.

(c)

Payment of Benefit.

(1)

Subject to paragraph (2) below, the Change in Control Benefit will be paid in a lump sum within 10 days of termination of Executive's employment or, if later, the day after the expiration of the revocation period as described in Section 4(a) below.

(2) If the Change in Control Benefit is subject to § 409A of the Internal Revenue Code

of 1986, as amended, (the " Code ") and Executive is deemed to be a "specified employee" within the meaning of Code § 409A(a)(2)(B)(i), the lump-sum payment will not be made until the seventh month following termination of employment.

4. Limitations on Change in Control Benefits .

(a)

Release of Claims. Executive's receipt of the Change in Control Benefit and the additional benefits under Section 3 is conditioned on Executive having executed a separation agreement in substantially the form attached hereto as Exhibit A (the " Separation

Agreement ") and the revocation period having expired without Executive having revoked the Separation Agreement. If the combined consideration and revocation periods (as defined in Sections 15 and 16 of the Separation Agreement) overlap two calendar years, the payment will be made in the later of the two years (irrespective of the year in which the Separation Agreement is effective and irrevocable) resulting in taxation to Executive in the second calendar year.

(b)

Compliance with Material Terms. Receipt of the Change in Control Benefit is further conditioned on Executive not being in violation of any material term of this Agreement or in violation of any material term of the Separation Agreement.

(c)

"Excess Parachute Payment" Restrictions. If the benefits under Section 3, either alone or together with other payments to which Executive is entitled to receive from the Company in connection with a Change in Control, would constitute an "excess parachute payment" as defined in Code § 280G, such benefits shall be reduced to the largest amount that will result in no portion of the benefits being subject to the excise tax imposed by Code § 4999. The determination of the amount of any reduction in the benefits pursuant to the foregoing provisions, shall be made by mutual agreement of the Trust and Executive, or if no agreement is possible, by Bancorp's outside independent accountants. Without limiting the foregoing, Executive may, to the extent possible and in Executive's sole discretion, choose from among the payments or benefits subject to limitation under this subsection and select the payments or benefits that are to be reduced.

(d)

Regulatory Limitation. The Company shall make no payment of any benefit provided for under this Agreement to the extent that the payment would be prohibited by applicable banking regulations or any regulatory order. If such payment is so prohibited, the Company shall use its best efforts to secure the consent of the banking regulator to make the payments in the highest amount permissible, up to the amount provided for in this Agreement.

5.	Restrictive Covenants .

(a)

Confidential Information.

(1)

(2)

(A)

Bancorp's Board of Directors consents to the use or disclosure of the information;

(B)

The use or disclosure is consistent with Executive's duties under this Agreement; or

(C)

Disclosure is required by law or court order.

(b)

Nonsolicitation.

(1)

(2)

" Customers " are:

(A)

All customers serviced by the Bank or any of its affiliates at any time within 12 months before termination of Executive's employment;

(B)

All customers and potential customers whom the Bank or its affiliates, with the knowledge or participation of Executive, actively solicited at any time during the 12 months before termination of Executive's employment; and

(C)

All successors, owners, directors, partners and management personnel of the Customers described in subparagraph (A) or (B) above.

(c)

Nonraiding of Employees.

(1)

Executive recognizes that the workforce of the Bank and its affiliates are a vital part of the Company's business. Therefore, Executive agrees that, for 12 months following termination of Executive's employment for any reason whatsoever, Executive will not directly or indirectly recruit or solicit any Employee to leave his or her employment with the Bank or any of the Bank's affiliates.

(2)

Without limiting the foregoing, Executive will not:

(A)

Disclose to any third party the names, backgrounds, or qualifications of any of the Employees or otherwise identify them as potential candidates for employment; or

(B)

Personally or through any other person approach, recruit, interview or otherwise solicit Employees to work for any other employer.

(3)

" Employees " are all employees working for the Bank or any of the Bank's affiliates at the time of termination of Executive's employment.

(d)

Injunctive Relief. Executive acknowledges that it is impossible to measure in money the damages that the Company will incur if Executive fails to observe the covenants in this Section 5 (the "Restrictive Covenants") and, therefore, the Executive agrees that:

(1)

(2)

If the Company is required to post a bond in order to secure an injunction or other equitable remedy, that bond shall be no more than a nominal amount;

(3)

Executive waives any claim or defense that an adequate remedy at law is available to the Company; and

(4)

These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity.

(e)

Reasonableness . The parties agree that:

(1)

This Agreement in its entirety, and in particular the Restrictive Covenants, is reasonable both as to time and scope;

(2)

The Restrictive Covenants are necessary for the protection of the Company's business and goodwill;

(3)

The Restrictive Covenants are not any greater than are reasonably necessary to secure the Company's business and goodwill;

(4)

(5)

(f)

Survival. This Section shall survive the termination of this Agreement.

6.	Creative Work .

(a)

Executive agrees that all creative work and work product, including but not limited to all technology, business management tools, processes, software, patents, trademarks, and copyrights developed by Executive during employment with the Company, regardless of when or where such work or work product was produced, constitutes work made for hire, all rights of which are owned by the Company.

(b)

Executive hereby assigns to the Company all rights, title, and interest, whether by way of copyrights, trade secret, trademark, patent, or otherwise, in all such work or work product, regardless of whether it is subject to protection by patent, trademark, or copyright laws.

7.	Return of Company Property . When Executive ceases for any reason to be employed by the Company:

(a)

Executive must immediately return to the Company:

(1)

(2)

All originals and copies (whether in hard copy, electronic or other form) of any documents, drawings, notes, memoranda, designs, devices, diskettes, tapes, manuals, and specifications which constitute Confidential Information or proprietary information or material of the Company.

(b)

8.	Dispute Resolution .

(a)

Arbitration.

(1)

The parties agree to submit any dispute arising under this Agreement, regardless of the nature of the dispute or the legal concepts involved, to final, binding, private arbitration in Vancouver, Washington. Disputes subject to arbitration include not only disputes involving the meaning or performance of the Agreement, but disputes about its negotiation, drafting or execution.

(2)

(3)

The arbitrator may charge his or her standard arbitration fees rather than the fees prescribed in Clark County Superior Court arbitration procedures.

(4)

Subject to the limitation under Section 9(i) below, the arbitrator will have full authority to determine all issues, including arbitrability, to award any remedy, including permanent injunctive relief, and to determine any request for attorneys' fees, costs and expenses in accordance with subsection (b) below.

(5)

There shall be no right of review in court. The arbitrator's award may be reduced to final judgment or decree in Clark County Superior Court.

(b)

Expenses/Attorneys' Fees. The prevailing party shall be awarded all costs and expenses of the proceeding, including but not limited to, attorneys' fees, filing and service fees, witness fees and arbitrator's fees. If arbitration is commenced, the arbitrator will be required to name the prevailing party and will have full authority and complete discretion to make that determination and the amount of costs and expenses to be awarded. The prevailing party shall be entitled to recover any reasonable attorneys' fees and other costs and expenses it incurs in enforcing or collecting an arbitration award.

9.	Miscellaneous .

(a)

Notices. Any notice to be delivered under this Agreement shall be given in writing and shall be deemed delivered when received or three days after mailing, by certified mail, postage prepaid, addressed to Bancorp's Chief Executive Officer (or, in the case of a notice under Section 2(b)(2)(A), to the Trust's Chief Executive Officer), or to Executive at Executive's last known address on the records of the Company, if mailed. Either party may designate an address for notices by written notice to the other.

(b)

Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Washington.

(c)

Amendment/Waiver.

(1)

This Agreement may not be amended, released, discharged, abandoned, changed, or modified in any manner, except by an instrument in writing signed by each of the parties hereto.

(2)

(d)

Severability. If any provision of this Agreement is held by a court or arbitrator to be invalid or unenforceable, the remaining provisions shall continue to be fully effective. If any part of this Agreement is held to be unenforceable as written, it shall be enforced to the maximum extent allowed by applicable law. The unenforceability of any provision in this Agreement in any jurisdiction shall not affect the enforceability of any provision of this Agreement in any other jurisdiction.

(e)

Entire Agreement . This Agreement represents the entire agreement between the parties regarding the matters addressed in this Agreement. This Agreement supersedes any other prior oral or written employment agreement between the parties regarding severance benefits or other benefits payable to Executive following a Change in Control. This Agreement does not supersede any incentive compensation agreement (including stock option agreements) or employment agreement entered into separately by the parties to this Agreement.

(f)

Code § 409A Compliance. If the Company or Executive believes, at any time, that this Agreement does not comply with Code § 409A, it will promptly advise the other party and both parties will negotiate reasonably and in good faith to amend the terms of the Agreement so that it complies with the most limited possible economic effect on the Company and Executive.

(g) Assignment; Death; Binding Effect.

(1)

(2)

(3)

the surviving corporation, by any transfer of all or substantially all of the Company's assets, or by any other change in the Company's structure or the manner in which the Company's business or assets are held. Executive's employment shall not be deemed terminated upon the occurrence of one of the foregoing events. In the event of any merger, consolidation or sale or transfer of assets, this Agreement shall be binding upon and shall inure to the benefit of the surviving business or the business entity to which the assets are transferred.

(h)

Survival. If any benefits provided to Executive under this Agreement are still owed, or claims under the Agreement are still pending at the time of termination of this Agreement, this Agreement shall continue in force with respect to those obligations or claims, until those benefits are paid in full or those claims are resolved in full. The Restrictive Covenants and dispute resolution provisions of this Agreement shall survive the termination of this Agreement and shall be enforceable regardless of any claim Executive may have against the Company.

(i)

Board of Director's Authority.

(1)

Bancorp's Board of Directors has the authority to interpret and construe the provisions of this Agreement, including the attached Separation Agreement.

(2)

The Trust's Board of Directors has the authority to decide matters relating to termination for Cause or Good Reason, the violation of the Restrictive Covenants and the calculation of benefits.

(3)

In a decision under paragraph (1) or (2) above, the burden of proof shall be on that Board of Directors and that decision shall be:

(A) Subject to the duty of good faith and fair dealing;

(B) Supported by clear and convincing evidence; and

(C)

Made by the affirmative vote of at least three fourths of that Board of Directors.

(4)

An arbitrator or a court reviewing such a decision by that Board of Directors shall make its own independent decision and not grant deference to the that Board of Director's decision.

(j) Joint and Several Obligation. Bancorp, the Bank and the Trust will be jointly and severally liable for the payment obligations under this Agreement.

(k)

Actions by Banking Regulatory Authorities.

(1)

(A)

Pay Executive all or part of the payments under this Agreement that were withheld while its obligations under this Agreement were suspended; and/or

(B)

Reinstate in whole or in part any of its obligations which were suspended.

(2)

(3)

If the Company is in default (as defined in § 3(x)(1) of the FDIA, 12 U.S.C. § 1813(x)(1)), all further obligations under this Agreement shall terminate as of the date of default.

(4)

This Agreement may be terminated entirely or suspended for a period of time by the applicable banking regulatory authority, or as otherwise required by law, if:

(A)

(B)

The applicable banking regulatory authority approves a supervisory merger to resolve problems related to the operation of the Company; or

(C)

The applicable banking regulatory authority determines the Company is in an unsafe or unsound condition.

(5)

The Change in Control Benefit is subject to and conditioned upon its compliance with 12 U.S.C. § 1828(k) and FDIC regulation 12 C.F.R. Part 359, "Golden Parachute and Indemnification Payments."

10.

EXECUTIVE	RIVERVIEW ASSET MANAGEMENT AND TRUST COMPANY

______________________________________	By: _________________________________

	Title: ________________________________

Date:__________________________________	Date:__________________________________


RIVERVIEW COMMUNITY BANK	RIVERVIEW BANCORP, INC.

By: _________________________________	By: _________________________________

Title: ________________________________	Title: ________________________________

Date:__________________________________	Date:__________________________________

Exhibit A

EMPLOYMENT SEPARATION AGREEMENT AND RELEASE OF CLAIMS

This is a confidential agreement (this " Separation Agreement ") between you, _________________, and us, Riverview Asset Management and Trust Company (the "Trust"), Riverview Community Bank (the " Bank ") and Riverview Bancorp, Inc. (" Bancorp ") (Bancorp, the Trust and the Bank are collectively referred to as " Riverview "). This Separation Agreement is dated for reference purposes _____________, 20___, which is the date we delivered this Separation Agreement to you for your consideration.

Termination of Employment. Your employment terminates (or was terminated) on _______________, 20___ (the " Separation Date "), which was within the number of months of a Change in Control as specified in Section 3(a)(1)(A) in the Change in Control Agreement between you and Riverview dated __________________ (the " CIC Agreement "), which is incorporated herein by reference.

Payments. In exchange for your agreeing to the release of claims and other terms in this Separation Agreement, we will pay you the Change in Control Benefit and other payments in Section 3 of the CIC Agreement. You acknowledge that we are not obligated to make these payments to you unless you comply with the Restrictive Covenants in Section 5 of the CIC Agreement and otherwise comply with the material terms of the CIC Agreement and of this Separation Agreement.

COBRA Continuation Coverage. Your normal employee participation in Riverview's group health coverage will terminate on the Separation Date or, if provided under the group health plan, the last day of the month in which the Separation Date occurs. Continuation of group health coverage thereafter will be made available to you and your dependents pursuant to federal law ("COBRA"). Continuation of group health coverage after the Separation Date is entirely at your expense, as provided under COBRA.

Termination of Benefits. Except as provided in Section 3 above, your participation in all employee benefit plans and programs ends (or ended) on the Separation Date or as otherwise provided in those plans. Your rights under any benefit or other plans in which you may have participated will be determined in accordance with the written plan documents governing those plans.

5.	Full Payment. You acknowledge having received full payment of all compensation of any kind (including wages, salary, paid time off, sick leave, commissions and incentive compensation) that you earned as a result of your employment by us and that are owing to you as of the Separation Date.

No Further Compensation. Any and all agreements to pay you bonuses or other incentive compensation are terminated. You understand and agree that you have no right to receive any further payments for bonuses or other incentive compensation. We owe you no further compensation or benefits of any kind, except as described in Section 2 above.

7. Release of Claims.

(a)

You hereby release:

(1)

Riverview and its affiliates and benefit plans (each, including Riverview, a " Riverview Affiliate ");

(2)

Each of the Riverview Affiliates' past and present shareholders, executives, directors, officers, agents, employees, representatives, administrators, fiduciaries and attorneys; and

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(3)

(b)

(c)

(d)

You agree not to seek any personal recovery (of money damages, injunctive relief or otherwise) for the claims you are releasing in this Separation Agreement, either through any complaint to any governmental agency or otherwise, whether individually or through a class action. You agree never to start or participate as a plaintiff in any lawsuit or arbitration asserting any of the claims you are releasing in this Separation Agreement. You represent and warrant that you have not initiated any complaint, charge, lawsuit or arbitration involving any of the claims you are releasing in this Separation Agreement.

(e)

Should you apply for future employment with a Riverview Affiliate, the Riverview Affiliate has no obligation to consider you for future employment.

(f)

(g)

(h)

This Separation Agreement also does not affect your rights under any agreements, bylaw provisions, insurance or otherwise, to be indemnified, defended or held harmless in connection with claims that may be asserted against you by third parties.

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(i)

You understand that you are releasing potentially unknown claims and that you have limited knowledge with respect to some of the claims being released. You acknowledge that there is a risk that, after signing this Separation Agreement, you may learn information that might have affected your decision to enter into this Separation Agreement. You assume this risk and all other risks of any mistake in entering into this Separation Agreement.

(j)

You are giving up all rights and claims of any kind, known or unknown, except for the rights specifically given to you in this Separation Agreement.

(k)

You agree that this release is fairly and knowingly made.

8.	No Admission of Liability. Neither this Separation Agreement nor the payments made under this Separation Agreement are an admission of liability or wrongdoing by any Riverview Affiliate.

Riverview Materials. You represent and warrant that you have, or no later than the Separation Date will have, returned all keys, credit cards, documents and other materials that belong to us, and disclosed all computer user identifications and passwords used by you in the course of your employment or necessary for accessing information on our computer system, in accordance with Section 7 of the CIC Agreement, which is incorporated herein by reference.

10.	Nondisclosure Agreement. You will comply with the covenant regarding confidential information in Section 5(a) of the CIC Agreement, which covenant is incorporated herein by reference.

11.	No Disparagement. You may not disparage any Riverview Affiliate or its business or products and may not encourage any third parties to sue a Riverview Affiliate.

12.

Cooperation Regarding Other Claims. If any claim is asserted by or against a Riverview Affiliate as to which you have relevant knowledge, you will reasonably cooperate with us in the prosecution or defense of that claim, including by providing truthful information and testimony as reasonably requested by us.

13.

Nonsolicitation; No Interference. You will comply with Sections 5(b) and 5(c) of the CIC Agreement, incorporated herein by reference, and Riverview will have the right to enforce those provisions under the terms of Section 5(d) of the CIC Agreement, incorporated herein by reference. Following the expiration of the covenants referenced in the preceding sentence, you will not, apart from good faith competition, interfere with any Riverview Affiliate's relationships with customers, employees, vendors, or others.

14.	Independent Legal Counsel. You are advised and encouraged to consult with an attorney before signing this Separation Agreement. You acknowledge that you have had an adequate opportunity to do so.

15.

Consideration Period. You have 21 days from the date this Separation Agreement is given to you to consider this Separation Agreement before signing it. You may use as much or as little of this 21‑day period as you wish before signing. If you do not sign and return this Separation Agreement within this 21-day period, you will not be eligible to receive the benefits described in this Separation Agreement.

16.	Revocation Period and Effective Date. You have 7 calendar days after signing this Separation Agreement to revoke it. To revoke this Separation Agreement after signing it, you must deliver a written notice of revocation to the Trust's Chief Executive Officer before the 7-day period expires.

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This Separation Agreement shall not become effective until the 8th calendar day after you sign it. If you revoke this Separation Agreement it will not become effective or enforceable and you will not be entitled to the benefits described in this Separation Agreement.

17.	Governing Law. This Separation Agreement is governed by the laws of the State of Washington that apply to contracts executed and to be performed entirely within the State of Washington.

18.	Dispute Resolution. Any dispute arising under this Agreement shall be subject to arbitration in accordance with Section 8 of the CIC Agreement, as modified by Section 9(i) of the CIC Agreement, which sections are specifically incorporated by reference, in their entirety, in this Agreement.

19.	Saving Provision. If any part of this Separation Agreement is held to be unenforceable, it shall not affect any other part. If any part of this Separation Agreement is held to be unenforceable as written, it shall be enforced to the maximum extent allowed by applicable law.

20.

Final and Complete Agreement. Except for the CIC Agreement and/or the Employment Agreement, which are expressly incorporated herein by reference, this Separation Agreement is the final and complete expression of all agreements between us on all subjects relating to your employment or its termination and supersedes and replaces all prior discussions, representations, agreements, policies and practices. You acknowledge you are not signing this Separation Agreement relying on anything not set out herein.

Riverview Asset Management and Trust Company	Riverview Community Bank

By: _________________________________	By: _________________________________

Title: ________________________________	Title: ________________________________

Date:__________________________________	Date:__________________________________


Riverview Bancorp, Inc.

By: _________________________________

Title: ________________________________

Date:__________________________________

I, the undersigned, having been advised to consult with an attorney, hereby agree to be bound by this Separation Agreement and confirm that I have read and understood each part of it.

_________________________________________

Print Name

_________________________________________

Date

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PDX_DOCS:517714.12-kh

RIVERVIEW BANCORP, INC.
(Exact name of registrant as specified in its charter)

Washington		91-1838969
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer I.D. Number)

900 Washington St., Ste. 900, Vancouver, Washington		98660
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code:		(360) 693-6650

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, Par Value $.01 per share		Nasdaq Stock Market LLC
(Title of Each Class)		(Name of Each Exchange on Which Registered)

Table of Contents
PART I		PAGE
Item 1.	Business	4
Item 1A.	Risk Factors	32
Item 1B.	Unresolved Staff Comments	43
Item 2.	Properties	43
Item 3.	Legal Proceedings	43
Item 4.	Mine Safety Disclosures	43
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	44
Item 6.	Selected Financial Data	46
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	48
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	63
Item 8.	Financial Statements and Supplementary Data	65
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	107
Item 9A.	Controls and Procedures	107
Item 9B.	Other Information	110
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	110
Item 11.	Executive Compensation	110
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	111
Item 13.	Certain Relationships and Related Transactions, and Director Independence	111
Item 14.	Principal Accounting Fees and Services	111
PART IV
Item 15.	Exhibits and Financial Statement Schedules	112
Signatures		113
Exhibit Index		114

	At March 31,
	2017					2016					2015					2014					2013
	Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent

Commercial and construction:
Commercial business	$	107,371		13.78	%	$	69,397		11.11	%	$	77,186		13.31	%	$	71,632		13.43	%	$	71,935		13.42	%
Other real estate mortgage ⁽¹⁾		506,661		65.00			399,527		63.94			345,506		59.60			324,881		60.90			355,397		66.30
Real estate construction		46,157		5.92			26,731		4.28			30,498		5.26			19,482		3.65			9,675		1.81
Total commercial and construction		660,189		84.70			495,655		79.33			453,190		78.17			415,995		77.98			437,007		81.53
Consumer:
Real estate one-to-four family		92,865		11.91			88,780		14.21			89,801		15.49			93,007		17.43			97,140		18.12
Other installment		26,378		3.39			40,384		6.46			36,781		6.34			24,486		4.59			1,865		0.35
Total consumer		119,243		15.30			129,164		20.67			126,582		21.83			117,493		22.02			99,005		18.47
Total loans		779,432		100.00	%		624,819		100.00	%		579,772		100.00	%		533,488		100.00	%		536,012		100.00	%
Less:
Allowance for loan losses		10,528					9,885					10,762					12,551					15,643
Total loans receivable, net	$	768,904				$	614,934				$	569,010				$	520,937				$	520,369

⁽¹⁾ Other real estate mortgage consists of commercial real estate, land and multi-family loans.

	Commercial		Other Real Estate Mortgage		Real Estate Construction		Commercial & Construction Total
March 31, 2017

Commercial business	$	107,371	$	-	$	-	$	107,371
Commercial construction		-		-		27,050		27,050
Office buildings		-		121,983		-		121,983
Warehouse/industrial		-		74,671		-		74,671
Retail/shopping centers/strip malls		-		78,757		-		78,757
Assisted living facilities		-		3,686		-		3,686
Single purpose facilities		-		167,974		-		167,974
Land		-		15,875		-		15,875
Multi-family		-		43,715		-		43,715
One-to-four family construction		-		-		19,107		19,107
Total	$	107,371	$	506,661	$	46,157	$	660,189

March 31, 2016

Commercial business	$	69,397	$	-	$	-	$	69,397
Commercial construction		-		-		16,716		16,716
Office buildings		-		107,986		-		107,986
Warehouse/industrial		-		55,830		-		55,830
Retail/shopping centers/strip malls		-		61,600		-		61,600
Assisted living facilities		-		1,809		-		1,809
Single purpose facilities		-		126,524		-		126,524
Land		-		12,045		-		12,045
Multi-family		-		33,733		-		33,733
One-to-four family construction		-		-		10,015		10,015
Total	$	69,397	$	399,527	$	26,731	$	495,655

	Northwest Oregon		Other Oregon		Southwest Washington		Total
March 31, 2017

Land development	$	223	$	2,523	$	13,129	$	15,875
Speculative construction		945		3		14,492		15,440
Total land development and speculative construction	$	1,168	$	2,526	$	27,621	$	31,315

March 31, 2016

Land development	$	97	$	2,766	$	9,182	$	12,045
Speculative construction		400		-		7,711		8,111
Total land development and speculative construction	$	497	$	2,766	$	16,893	$	20,156

	Within 1 Year		1 – 3 Years		After 3 – 5 Years		After 5 – 10 Years		Beyond 10 Years		Total
Commercial and construction:
Commercial business	$	20,810	$	15,279	$	11,626	$	50,363	$	9,293	$	107,371
Other real estate mortgage		54,622		35,047		16,981		301,614		98,397		506,661
Real estate construction		18,090		778		2,047		18,024		7,218		46,157
Total commercial and construction		93,522		51,104		30,654		370,001		114,908		660,189
Consumer:
Real estate one-to-four family		415		1,970		1,676		5,586		83,218		92,865
Other installment		249		8,277		17,569		223		60		26,378
Total consumer		664		10,247		19,245		5,809		83,278		119,243
Total loans	$	94,186	$	61,351	$	49,899	$	375,810	$	198,186	$	779,432

	Fixed Rate		Adjustable Rate		Total

Commercial and construction:
Commercial business	$	34,254	$	52,307	$	86,561
Other real estate mortgage		127,468		324,571		452,039
Real estate construction		12,010		16,057		28,067
Total commercial and construction		173,732		392,935		566,667
Consumer:
Real estate one-to-four family		66,306		26,144		92,450
Other installment		25,172		957		26,129
Total consumer		91,478		27,101		118,579
Total loans	$	265,210	$	420,036	$	685,246

	March 31, 2017				March 31, 2016
	Number of Loans		Balance		Number of Loans		Balance

Commercial business		2	$	294		-	$	-
Commercial real estate		2		1,342		2		1,559
Land		1		801		1		801
Consumer		19		312		12		354
Total		24	$	2,749		15	$	2,714

March 31, 2016

Commercial real estate	$	269	$	1,290	$	-	$	-	$	-	$	1,559
Land		-		801		-		-		-		801
Consumer		112		-		139		-		103		354
Total nonperforming loans		381		2,091		139		-		103		2,714
REO		271		-		26		298		-		595
Total nonperforming assets	$	652	$	2,091	$	165	$	298	$	103	$	3,309

	At or For the Year
	Ended March 31,
	2017			2016

Classified loans	$	10,008		$	4,294

General loss allowances		10,440			9,775
Specific loss allowances		88			110
Net recoveries		(643	)		(273	)

	March 31,
	2017			2016			2015

Loans receivable (GAAP)	$	779,432		$	624,819		$	579,772
Net loan discount on acquired loans		3,010			-			-
Adjusted loans (non-GAAP)	$	782,442		$	624,819		$	579,772

Allowance for loan losses (GAAP)	$	10,528		$	9,885		$	10,762
Net loan discount on acquired loans		3,010			-			-
Adjusted allowance for loan losses (non-GAAP)	$	13,538		$	9,885		$	10,762

Allowance for loan losses/Total loans (GAAP)		1.35	%		1.58	%		1.86	%
Adjusted allowance for loan losses/Adjusted total loans (non-GAAP)		1.73	%		1.58	%		1.86	%

	Year Ended March 31,
	2017			2016			2015			2014			2013

Balance at beginning of year	$	9,885		$	10,762		$	12,551		$	15,643		$	19,921
Provision for (recapture of) loan losses		-			(1,150	)		(1,800	)		(3,700	)		900
Recoveries:
Commercial and construction
Commercial business		492			30			34			526			118
Other real estate mortgage		463			331			271			873			1,263
Real estate construction		-			6			-			4			228
Total commercial and construction		955			367			305			1,403			1,609
Consumer
Real estate one-to-four family		89			153			158			304			138
Other installment		57			27			12			7			1
Total consumer		146			180			170			311			139
Total recoveries		1,101			547			475			1,714			1,748
Charge-offs:
Commercial and construction
Commercial business		1			-			120			340			1,606
Other real estate mortgage		117			-			233			406			3,869
Real estate construction		-			-			-			11			141
Total commercial and construction		118			-			353			757			5,616
Consumer
Real estate one-to-four family		-			8			53			346			1,238
Other installment		340			266			58			3			72
Total consumer		340			274			111			349			1,310
Total charge-offs		458			274			464			1,106			6,926
Net charge-offs (recoveries)		(643	)		(273	)		(11	)		(608	)		5,178

Balance at end of year	$	10,528		$	9,885		$	10,762		$	12,551		$	15,643
Ratio of allowance to total loans outstanding at end of year		1.35	%		1.58	%		1.86	%		2.35	%		2.92	%
Ratio of net charge-offs (recoveries) to average net loans outstanding during year		(0.10	)		(0.05	)		0.00			(0.12	)		0.86
Ratio of allowance to total nonperforming loans		382.98			364.22			202.37			89.25			74.02

	One to Five Years					More Than Five to Ten Years					More Than Ten Years
	Amount		Weighted Average Yield ⁽¹⁾			Amount		Weighted Average Yield ⁽¹⁾			Amount		Weighted Average Yield ⁽¹⁾

Municipal securities	$	-		-	%	$	2,154		1.70	%	$	665		2.60	%
Agency securities		13,956		1.20			2,852		1.75			-		-
REMICs		2,499		2.14			4,944		2.33			35,717		2.21
MBS		-		-			13,910		1.93			82,765		2.34
Other MBS		-		-			11,548		2.11			29,268		2.11
Total	$	16,455		1.34	%	$	35,408		2.01	%	$	148,415		2.26	%

	At March 31,
	2017					2016
	Amount ⁽¹⁾		Percent			Amount ⁽¹⁾		Percent

Speculative construction	$	7,915		8.47	%	$	6,089		8.76	%
Commercial/multi-family construction		59,599		63.80			50,174		72.22
Custom/presold construction		20,697		22.16			10,529		15.16
Construction/permanent		5,202		5.57			2,681		3.86
Total	$	93,413		100.00	%	$	69,473		100.00	%

	At March 31,
	2017					2016					2015
	Carrying Value		Percent of Portfolio			Carrying Value		Percent of Portfolio			Carrying Value		Percent of Portfolio

Available for sale (at estimated fair value):
Municipal securities	$	2,819		1.41	%	$	-		-	%	$	-		-	%
Trust preferred securities		-		-			1,808		1.20			1,812		1.61
Agency securities		16,808		8.39			19,569		12.98			13,939		12.38
REMICs		43,160		21.55			43,924		29.14			22,709		20.18
MBS		96,611		48.24			76,353		50.64			68,514		60.87
Other MBS		40,816		20.38			9,036		5.99			5,489		4.88
		200,214		99.97			150,690		99.95			112,463		99.92

Held to maturity (at amortized cost):
MBS		64		0.03			75		0.05			86		0.08

Total investment securities	$	200,278		100.00	%	$	150,765		100.00	%	$	112,549		100.00	%

	Year Ended March 31,
	2017					2016					2015
	Average Balance		Average Rate			Average Balance		Average Rate			Average Balance		Average Rate

Non-interest-bearing demand	$	202,376		0.00	%	$	170,612		0.00	%	$	140,949		0.00	%
Interest checking		151,801		0.06			127,161		0.08			104,719		0.08
Regular savings accounts		106,324		0.10			84,485		0.10			71,202		0.10
Money market accounts		252,040		0.12			231,873		0.12			229,840		0.12
Certificates of deposit		118,769		0.53			129,427		0.55			148,573		0.61
Total	$	831,310		0.14	%	$	743,558		0.16	%	$	695,283		0.19	%

Maturity Period	Amount		Weighted Average Rate

Three months or less	$	15,110		0.48	%
Over three through six months		14,269		0.66
Over six through 12 months		25,743		0.62
Over 12 months		26,164		1.06
Total	$	81,286		0.74	%

Name	Age ⁽¹ ⁾	Position
Patrick Sheaffer	77	Chairman of the Board and Chief Executive Officer
Ronald A. Wysaske	64	President and Chief Operating Officer
Kevin J. Lycklama	39	Executive Vice President and Chief Financial Officer
Daniel D. Cox	39	Executive Vice President and Chief Credit Officer
Richard S. Michalek	72	Executive Vice President and Chief Lending Officer
Christopher P. Cline	56	President and Chief Executive Officer of Riverview Trust Company
Kim J. Capeloto	55	Executive Vice President and Chief Retail Banking Officer

Fiscal Year Ended March 31, 2017	High		Low		Cash Dividends Declared

Quarter ended March 31, 2017	$	7.90	$	6.87	$	0.0200
Quarter ended December 31, 2016		7.61		5.23		0.0200
Quarter ended September 30, 2016		5.41		4.69		0.0200
Quarter ended June 30, 2016		4.89		4.30		0.0200

Fiscal Year Ended March 31, 2016	High		Low		Cash Dividends Declared

Quarter ended March 31, 2016	$	4.76	$	4.20	$	0.02000
Quarter ended December 31, 2015		5.11		4.35		0.01750
Quarter ended September 30, 2015		4.75		4.15		0.01500
Quarter ended June 30, 2015		4.52		4.08		0.01250

	3/31/12*	3/31/13	3/31/14	3/31/15	3/31/16	3/31/17

Riverview Bancorp, Inc.	100.00	116.81	151.57	199.12	188.10	325.05
S & P 500	100.00	113.96	138.87	156.55	159.34	186.71
NASDAQ Bank	100.00	113.96	149.97	151.78	152.87	217.87

Basic	$	0.33	$	0.28	$	0.20	$	0.87	$	0.12
Diluted		0.33		0.28		0.20		0.87		0.12
Dividends per share		0.08000		0.06500		0.01125		-		-


	At or For the Years Ended March 31,
		2017		2016		2015		2014		2013

KEY FINANCIAL RATIOS:

Performance Ratios:
Return on average assets		0.76	%	0.72	%	0.54	%	2.46	%	0.33	%
Return on average equity		6.66		5.93		4.42		23.73		3.41
Dividend payout ratio ⁽¹⁾		24.24		23.21		5.63		-		-
Interest rate spread		3.72		3.60		3.52		3.29		3.95
Net interest margin		3.79		3.67		3.59		3.37		4.06
Non-interest expense to average assets		3.38		3.39		3.70		4.05		4.30
Efficiency ratio ⁽²⁾		75.35		77.62		86.40		98.03		90.70
Average equity to average assets		11.39		12.14		12.23		10.37		9.55

Asset Quality Ratios:
Allowance for loan losses to total net loans at end of period		1.35		1.58		1.86		2.35		2.92
Allowance for loan losses to nonperforming loans		382.98		364.22		202.37		89.25		74.02
Net charge-offs (recoveries) to average outstanding loans during the period		(0.10	)	(0.05	)	-		(0.12	)	0.86
Ratio of nonperforming assets to total assets		0.27		0.36		0.81		2.64		4.73
Ratio of nonperforming loans to total loans		0.35		0.43		0.92		2.64		3.94
Capital Ratios:
Total capital to risk-weighted assets		14.06		16.07		15.89		16.66		15.29
Tier 1 capital to risk-weighted assets		12.81		14.81		14.63		15.40		14.02
Common equity tier 1 capital to risk-weighted assets		12.81		14.81		14.63		N/A		N/A
Leverage ratio		10.21		11.18		10.89		10.71		9.99

	Years Ended March 31,
	2017							2016							2015
	Average Balance		Interest and Dividends		Yield/ Cost			Average Balance		Interest and Dividends		Yield/ Cost			Average Balance		Interest and Dividends		Yield/ Cost
	(Dollars in thousands)
Interest-earning assets:
Mortgage loans	$	547,609	$	26,609		4.86	%	$	463,023	$	22,120		4.78	%	$	429,420	$	20,102		4.68	%
Non-mortgage loans		115,460		5,000		4.33			130,392		5,675		4.35			128,020		5,794		4.53
Total net loans ⁽¹⁾		663,069		31,609		4.77			593,415		27,795		4.68			557,440		25,896		4.65

Investment securities ⁽²⁾		175,862		3,589		2.04			134,449		2,709		2.01			122,618		2,274		1.85
Daily interest- bearing assets		238		-		-			735		-		-			1,749		-		-
Other earning assets		51,547		443		0.86			67,276		444		0.66			62,063		456		0.73
Total interest- earning assets		890,716		35,641		4.00			795,875		30,948		3.89			743,870		28,626		3.85

Non-interest-earning assets:
Office properties and equipment, net		14,435							15,019							15,987
Other non-interest- earning assets		70,906							71,361							71,530
Total assets	$	976,057						$	882,255						$	831,387

Interest-bearing liabilities:
Regular savings accounts	$	106,324	$	110		0.10		$	84,485	$	85		0.10		$	71,202	$	71		0.10
Interest checking accounts		151,801		98		0.06			127,161		99		0.08			104,719		79		0.08
Money market accounts		252,040		309		0.12			231,873		272		0.12			229,840		277		0.12
Certificates of deposit		118,769		634		0.53			129,427		717		0.55			148,573		899		0.61
Total interest- bearing deposits		628,934		1,151		0.18			572,946		1,173		0.20			554,334		1,326		0.24

Other interest- bearing liabilities		25,977		718		2.76			25,061		569		2.27			25,293		590		2.33
Total interest- bearing liabilities		654,911		1,869		0.28			598,007		1,742		0.29			579,627		1,916		0.33

Non-interest- bearing liabilities:
Non-interest- bearing deposits		202,376							170,612							140,949
Other liabilities		7,560							6,503							9,096
Total liabilities		864,847							775,122							729,672
Shareholders' equity		111,210							107,133							101,715
Total liabilities and shareholders' equity	$	976,057						$	882,255						$	831,387
Net interest income			$	33,772						$	29,206						$	26,710
Interest rate spread						3.72	%						3.60	%						3.52	%
Net interest margin						3.79	%						3.67	%						3.59	%
Ratio of average interest-earning assets to average interest- bearing liabilities						136.01	%						133.09	%						128.34	%
Tax Equivalent Adjustment ⁽³⁾			$	14						$	-						$	-

⁽¹⁾ Includes non-accrual loans.
⁽²⁾ For purposes of the computation of average yield on investments available for sale, historical cost balances were utilized; therefore, the yield information does not give effect to change in fair value that are reflected as a component of shareholders' equity.
⁽³⁾ Tax-equivalent adjustment relates to non-taxable investment interest income and preferred equity securities dividend income.

	Year Ended March 31,
	2017 vs. 2016									2016 vs. 2015

	Increase (Decrease) Due to									Increase (Decrease) Due to
							Total									Total
							Increase									Increase
	Volume			Rate			(Decrease)			Volume			Rate			(Decrease)

Interest Income:
Mortgage loans	$	4,113		$	376		$	4,489		$	1,586		$	432		$	2,018
Non-mortgage loans		(649	)		(26	)		(675	)		108			(227	)		(119	)
Investment securities ⁽¹⁾		840			40			880			230			205			435
Daily interest-bearing		-			-			-			-			-			-
Other earning assets		(118	)		117			(1	)		35			(47	)		(12	)
Total interest income		4,186			507			4,693			1,959			363			2,322

Interest Expense:
Regular savings accounts		25			-			25			14			-			14
Interest checking accounts		22			(23	)		(1	)		20			-			20
Money market deposit accounts		37			-			37			(5	)		-			(5	)
Certificates of deposit		(58	)		(25	)		(83	)		(103	)		(79	)		(182	)
Other interest-bearing liabilities		22			127			149			(5	)		(16	)		(21	)
Total interest expense		48			79			127			(79	)		(95	)		(174	)
Net interest income	$	4,138		$	428		$	4,566		$	2,038		$	458		$	2,496

⁽¹⁾ Interest is presented on a fully tax-equivalent basis under a tax rate of 34%

	Within 1 Year		Over 1 - 3 Years		Over 3 - 5 Years		After 5 Years		Total Balance
Certificates of deposit	$	99,893	$	40,502	$	5,949	$	3,456	$	149,800
Operating leases		1,660		2,993		1,564		2,612		8,829
Capital leases		23		62		86		2,283		2,454
Junior subordinates debentures		-		-		-		27,836		27,836
Total other contractual obligations	$	101,576	$	43,557	$	7,599	$	36,187	$	188,919

Change in interest rates ⁽¹⁾	Percent change in net interest income (12 months)	Percent change in net interest income (24 months)

Up 300 basis points	(3.0)%	8.6%
Up 200 basis points	(1.8)%	6.4%
Up 100 basis points	(0.7)%	4.2%
Base case	-	0.9%
Down 100 basis points	(1.5)%	(4.2)%

⁽¹⁾ The current federal funds rate is 1.00%. No rates in this model are allowed to go below zero and therefore a down 200 and 300 basis point scenario would not be plausible.

	Average Rate			Within 1 Year			After 1 - 3 Years			After 3 - 5 Years			After 5 - 10 Years		Beyond 10 Years		Total

Interest-Sensitive Assets:

Loans receivable		4.49	%	$	94,186		$	61,351		$	49,899		$	375,810	$	198,186	$	779,432
Investments securities and other
interest-earning assets		1.90			68,677			21,353			73,147			71,948		22,440		257,565
FHLB stock		0.67			237			472			472			-		-		1,181
Total assets				$	163,100		$	83,176		$	123,518		$	447,758	$	220,626	$	1,038,178

Interest-Sensitive Liabilities:

Interest checking		0.07		$	34,230		$	68,461		$	68,461		$	-	$	-	$	171,152
Savings accounts		0.13			25,274			50,548			50,548			-		-		126,370
Money market accounts		0.14			58,000			115,999			115,999			-		-		289,998
Certificate accounts		0.65			99,893			40,502			5,949			3,450		6		149,800
Subordinated debentures		2.73			-			-			-			-		27,836		27,836
Obligations under capital lease		7.16			23			62			86			351		1,932		2,454
Total liabilities					217,420			275,572			241,043			3,801		29,774		767,610
Interest sensitivity gap					(54,320	)		(192,396	)		(117,525	)		443,957		190,852	$	270,568
Cumulative interest sensitivity gap				$	(54,320	)	$	(246,716	)	$	(364,241	)	$	79,716	$	270,568
Off-Balance Sheet Items:

Commitments to extend credit				$	45,259		$	-		$	-		$	-	$	-	$	45,259
Unused lines of credit				$	119,763		$	-		$	-		$	-	$	-	$	119,763

TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm – Delap LLP	66
Report of Independent Registered Public Accounting Firm – Deloitte & Touche LLP	67
Consolidated Balance Sheets as of March 31, 2017 and 2016	68
Consolidated Statements of Income for the Years Ended March 31, 2017, 2016 and 2015	69
Consolidated Statements of Comprehensive Income for the Years Ended March 31, 2017, 2016 and 2015	70
Consolidated Statements of Equity for the Years Ended March 31, 2017, 2016 and 2015	71
Consolidated Statements of Cash Flows for the Years Ended March 31, 2017, 2016 and 2015	72
Notes to Consolidated Financial Statements	73

(In thousands, except share and per share data)	2017			2016
ASSETS
Cash and cash equivalents (including interest-earning accounts of $46,245 and $40,317)	$	64,613		$	55,400
Certificates of deposit held for investment		11,042			16,769
Loans held for sale		478			503
Investment securities:
Available for sale, at estimated fair value		200,214			150,690
Held to maturity, at amortized cost (estimated fair value of $66 and $76)		64			75
Loans receivable (net of allowance for loan losses of $10,528 and $9,885)		768,904			614,934
Real estate owned		298			595
Prepaid expenses and other assets		3,815			3,405
Accrued interest receivable		2,941			2,384
Federal Home Loan Bank stock, at cost		1,181			1,060
Premises and equipment, net		16,232			14,595
Deferred income taxes, net		7,610			9,189
Mortgage servicing rights, net		398			380
Goodwill		27,076			25,572
Core deposit intangible ("CDI"), net		1,335			-
Bank owned life insurance ("BOLI")		27,738			25,678
TOTAL ASSETS	$	1,133,939		$	921,229
LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
Deposits	$	980,058		$	779,803
Accrued expenses and other liabilities		13,080			7,388
Advance payments by borrowers for taxes and insurance		693			609
Junior subordinated debentures		26,390			22,681
Capital lease obligation		2,454			2,475
Total liabilities		1,022,675			812,956
COMMITMENTS AND CONTINGENCIES (See Note 18)
SHAREHOLDERS' EQUITY:
Serial preferred stock, $.01 par value; 250,000 authorized; issued and outstanding: none		-			-
Common stock, $.01 par value; 50,000,000 authorized
March 31, 2017 – 22,510,890 issued and outstanding		225			225
March 31, 2016 – 22,507,890 issued and outstanding
Additional paid-in capital		64,468			64,418
Retained earnings		48,335			42,728
Unearned shares issued to employee stock ownership plan ("ESOP")		(77	)		(181	)
Accumulated other comprehensive income (loss)		(1,687	)		1,083
Total shareholders' equity		111,264			108,273

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,133,939		$	921,229

(In thousands)	2017			2016		2015

Net income	$	7,404		$	6,358	$	4,491

Other comprehensive income (loss):
Net unrealized holding gain (loss) from available for sale investment securities arising
during the period, net of tax of $1,581, ($203) and ($778), respectively		(2,872	)		321		1,513

Reclassification adjustment for other than temporary impairment ("OTTI") of available for
sale investment security included in income, net of tax of ($85), $0 and $0, respectively		155			-		-

Reclassification adjustment of net gain from sale of available for sale investment
securities included in income, net of tax of $29, $0 and $54, respectively		(53	)		-		(104	)
Total other comprehensive income (loss), net		(2,770	)		321		1,409

Noncontrolling interest		-			47		65
Total comprehensive income	$	4,634		$	6,726	$	5,965

	Common Stock				Additional Paid-In				Retained			Unearned Shares Issued to			Accumulated Other Comprehensive			Noncontrolling
(In thousands, except share data)	Shares		Amount			Capital			Earnings			ESOP			Income (Loss)			Interest			Total

Balance April 1, 2014		22,471,890	$	225		$	65,195		$	33,592		$	(387	)	$	(647	)	$	471		$	98,449

Net income		-		-			-			4,491			-			-			-			4,491
Cash dividend on common stock ($0.01125 per share)		-		-			-			(253	)		-			-			-			(253	)
Exercise of stock options		18,000		-			48			-			-			-			-			48
Stock-based compensation expense		-		-			26			-			-			-			-			26
Earned ESOP shares		-		-			(1	)		-			103			-			-			102
Other comprehensive income, net		-		-			-			-			-			1,409			-			1,409
Noncontrolling interest		-		-			-			-			-			-			65			65

Balance March 31, 2015		22,489,890		225			65,268			37,830			(284	)		762			536			104,337

Net income		-		-			-			6,358			-			-			-			6,358
Purchase of subsidiary shares from noncontrolling interest		-		-			(919	)		-			-			-			(583	)		(1,502	)
Cash dividend on common stock ($0.065 per share)		-		-			-			(1,460	)		-			-			-			(1,460	)
Exercise of stock options		18,000		-			62			-			-			-			-			62
Earned ESOP shares		-		-			7			-			103			-			-			110
Other comprehensive income, net		-		-			-			-			-			321			-			321
Noncontrolling interest		-		-			-			-			-			-			47			47

Balance March 31, 2016		22,507,890		225			64,418			42,728			(181	)		1,083			-			108,273

Net income		-		-			-			7,404			-			-			-			7,404
Cash dividend on common stock ($0.08 per share)		-		-			-			(1,797	)		-			-			-			(1,797	)
Exercise of stock options		3,000		-			11			-			-			-			-			11
Earned ESOP shares		-		-			39			-			104			-			-			143
Other comprehensive loss, net		-		-			-			-			-			(2,770	)		-			(2,770	)

Balance March 31, 2017		22,510,890	$	225		$	64,468		$	48,335		$	(77	)	$	(1,687	)	$	-		$	111,264

( In thousands)	2017			2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	7,404		$	6,358		$	4,491
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,436			3,294			3,283
Recapture of loan losses		-			(1,150	)		(1,800	)
Provision for deferred income taxes		3,103			3,175			2,140
Expense related to ESOP		143			110			102
Increase in deferred loan origination fees, net of amortization		543			585			190
Origination of loans held for sale		(21,032	)		(15,768	)		(17,991	)
Proceeds from sales of loans held for sale		21,477			16,398			18,673
Stock-based compensation expense		-			-			26
Writedown of real estate owned		30			369			715
Loss on impairment of investment security		240			-			-
Net gains on loans held for sale, sales and transfer of real estate owned, sales of investment securities and sales of premises and equipment		(731	)		(321	)		(663	)
Income from BOLI		(760	)		(770	)		(716	)
BOLI death benefit in excess of cash surrender value		(423	)		-			-
Changes in certain other assets and liabilities:
Prepaid expenses and other assets		(369	)		(239	)		(161	)
Accrued interest receivable		(291	)		(245	)		(303	)
Accrued expenses and other liabilities		5,538			(718	)		(2,424	)
Net cash provided by operating activities		18,308			11,078			5,562

CASH FLOWS FROM INVESTING ACTIVITIES:
Loan originations, net		(37,352	)		(30,686	)		(24,270	)
Purchases of loans receivable		(5,746	)		(15,618	)		(22,864	)
Principal repayments on investment securities available for sale		29,782			21,860			18,553
Purchase of investment securities available for sale		(92,418	)		(60,679	)		(52,199	)
Proceeds from calls, maturities, and sales of investment securities available for sale		7,261			-			24,205
Principal repayments on investment securities held to maturity		11			11			15
Purchase of premises and equipment and capitalized software		(598	)		(366	)		(464	)
Redemption of certificates of deposit held for investment, net		5,727			9,200			10,956
(Purchase) redemption of Federal Home Loan Bank stock, net		(121	)		4,864			820
Cash acquired, net of cash consideration paid in business combination		15,116			-			-
Purchase of BOLI		-			-			(6,500	)
Proceeds from death benefit on BOLI		1,236			-			-
Proceeds from sales of real estate owned and premises and equipment		262			753			5,493
Net cash used in investing activities		(76,840	)		(70,661	)		(46,255	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits		69,470			58,953			30,784
Purchase of subsidiary shares from noncontrolling interest		-			(1,502	)		-
Dividends paid		(1,799	)		(1,261	)		-
Proceeds from borrowings		23,200			4,100			25,450
Repayment of borrowings		(23,200	)		(4,100	)		(25,450	)
Principal payments under capital lease obligation		(21	)		(42	)		(85	)
Net increase in advance payments by borrowers		84			114			28
Proceeds from exercise of stock options		11			62			48
Net cash provided by financing activities		67,745			56,324			30,775

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		9,213			(3,259	)		(9,918	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		55,400			58,659			68,577
CASH AND CASH EQUIVALENTS, END OF YEAR	$	64,613		$	55,400		$	58,659
SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for:
Interest	$	1,655		$	1,570		$	5,457
Income taxes		285			239			15
NONCASH INVESTING AND FINANCING ACTIVITIES:
Dividends declared and accrued in other liabilities	$	450		$	452		$	253
Transfer of loans to real estate owned		-			298			1,512
Transfer of real estate owned to loans		-			-			1,333
Adjustment to capital lease obligations and premises and equipment due to lease modification		-			241			-
Other comprehensive income (loss)		(4,295	)		524			2,133
Income tax effect related to other comprehensive income (loss)		1,525			(203	)		(724	)
Business combinations (See Note 3)
Fair value of assets acquired		(145,386	)		-			-
Fair value of liabilities assumed		134,810			-			-

	At February 17, 2017
	Book Value		Fair Value Adjustment			Estimated Fair Value

Cash consideration transferred						$	12,080

Recognized amounts of identifiable assets acquired and liabilities assumed
Identifiable assets acquired
Cash and cash equivalents	$	27,196	$	-		$	27,196
Loans receivable		115,283		(3,258	)		112,025
CDI		-		1,363			1,363
Premises and equipment		1,769		399			2,168
BOLI		2,113		-			2,113
Accrued interest receivable and other assets		431		90			521
Total identifiable assets acquired		146,792		(1,406	)		145,386

Liabilities assumed
Deposits		130,572		235			130,807
Junior subordinated debentures		5,155		(1,468	)		3,687
Accrued expenses and other liabilities		293		23			316
Total liabilities assumed		136,020		(1,210	)		134,810
Total identifiable net assets	$	10,772	$	(196	)		10,576
Goodwill recognized						$	1,504

	For the Year Ended March 31,
Unaudited Pro Forma	2017		2016

Total revenues (net interest income plus non-interest income)	$	49,290	$	45,261
Net income		9,277		8,260

	For the Year Ended March 31, 2017

Salaries and employee benefit	$	26
Occupancy and depreciation		6
Data processing		63
Professional fees		653
Total impact of acquisition related costs to noninterest expense	$	748

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
March 31, 2017
Available for sale:
Municipal securities	$	2,936	$	-	$	(117	)	$	2,819
Agency securities		16,993		18		(203	)		16,808
Real estate mortgage investment conduits ⁽¹⁾		43,510		49		(399	)		43,160
Mortgage-backed securities ⁽¹⁾		97,742		111		(1,242	)		96,611
Other mortgage-backed securities ⁽²⁾		41,649		15		(848	)		40,816
Total available for sale	$	202,830	$	193	$	(2,809	)	$	200,214

Held to maturity:
Mortgage-backed securities ⁽³⁾	$	64	$	2	$	-		$	66

March 31, 2016
Available for sale:
Trust preferred	$	1,919	$	-	$	(111	)	$	1,808
Agency securities		19,520		63		(14	)		19,569
Real estate mortgage investment conduits ⁽¹⁾		43,293		632		(1	)		43,924
Mortgage-backed securities ⁽¹⁾		75,404		980		(31	)		76,353
Other mortgage-backed securities ⁽²⁾		8,875		185		(24	)		9,036
Total available for sale	$	149,011	$	1,860	$	(181	)	$	150,690

Held to maturity:
Mortgage-backed securities ⁽³⁾	$	75	$	1	$	-		$	76

⁽¹⁾ Comprised of FHLMC, Federal National Mortgage Association ("FNMA") and Ginnie Mae ("GNMA") issued securities.
⁽²⁾ Comprised of U.S. Small Business Administration ("SBA") issued securities and commercial real estate ("CRE") secured securities issued by FNMA.
⁽³⁾ Comprised of FHLMC and FNMA issued securities.