EXHIBIT 99.1

AMERICAN RIVER BANKSHARES

THIS AGREEMENT is made as of _______________ 20__, by and between AMERICAN RIVER BANKSHARES (the "Company"), and ______________ (the "Director").

WHEREAS, to encourage the Director to remain a member of the Company's Board of Directors, the Company desires to provide to the Director an opportunity to defer fees and obtain certain benefits related thereto.

NOW, THEREFORE, in consideration of the services to be rendered by the Director to the Company in the future and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1 Change in Control. To constitute a "Change in Control" as to the Director, a "Change in Control Event" described in Section 1.1.1 must relate to a corporation that is a "Service Recipient" as defined in Section 1.1.4. The term "Change in Control" as defined in this section 1.1 is intended to comply with all relevant provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5) relating to changes in the ownership or effective control of a corporation and changes in the ownership of a substantial portion of the assets of a corporation.

1.1.1 A "Change in Control Event" occurs on the date any of the following events occur:

(i) Any one person, or more than one person acting as a group ("Person"), acquires ownership of stock of a corporation that, together with stock previously held by such Person, raises the total ownership from less than 50 percent of the total fair market value or total voting power of such corporation to more than 50 percent of such value or power.

(ii) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, ownership of 35 percent or more of the total voting power of the stock of a corporation, without regard to the stock owned by the Person before the commencement of the 12-month period.

(iii) A majority of the members of a corporation's board of directors is replaced in a 12-month period by directors who were not endorsed by a majority of the board prior to the election or appointment of each director.

(iv) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, assets from a corporation with a gross fair market value equal to or more than 40 percent of the total gross fair market value of all the assets of such corporation prior to such acquisition or acquisitions. Gross fair market value shall be determined without regard to any liabilities associated with the assets. However, this subsection (iv) shall not apply to the transfer of assets: (i) to an entity that is controlled by the shareholders of such corporation immediately after the transfer; (ii) to a shareholder of such corporation with respect to the shareholder's stock or in exchange for more stock; (iii) to an entity of which such corporation owns 50 percent or more of the total value or voting power

immediately after the transaction; (iv) to a Person that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation immediately following the transaction; or
(v) to an entity, at least 50 percent of the total value or voting power of which is owned immediately following the transaction, directly or indirectly, by a Person which owns directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation.

1.1.2 If any Person controls a corporation under subsection
(i) or (ii) of Section 1.1.1, the acquisition of additional control by the same Person shall not cause a Change in Control.

1.1.3 Persons will be considered to be acting as a group in accordance with the provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5)(vii)(C). For example, Persons will not be considered to be acting as a group solely because they purchase or own stock of a corporation at the same time, or as a result of the same public offering. However, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with a Service Recipient. Furthermore, if a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in each corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the merged corporation.

1.1.4 The term "Service Recipient" includes all of the following: (i) the corporation for which the Director performs services (relating to the compensation deferred under this Agreement) at the time of a Change in Control Event; (ii) any corporation liable to pay deferred compensation under this Agreement; (iii) any corporation which owns more than 50 percent of the total fair market value and total voting power of any corporation described in clause (i) or (ii); and (iv) any corporation in a chain of corporations in which each corporation owns more than 50 percent of the total fair market value and total voting power of another corporation in the chain ending in a corporation described in clause (i) or (ii).

1.2 Code. The term "Code" shall mean the Internal Revenue Code of 1986, as amended. References to a Code section shall be deemed to be to that section as it now exists and to any successor provision.

1.3 Distribution Date. The term "Distribution Date" means the date of the Director's Termination of Service as defined below.

1.4 Deferral Account. The term "Deferral Account" means the account described in Article 3 of this Agreement, established by the Company on its books to record the amount of fees deferred by the Director under this Agreement (and under any previous version of this Agreement) and interest accrued thereon.

1.5 Deferral Period. The term "Deferral Period" means the period of time beginning with the date of this Agreement and ending with the Distribution Date.

1.6 Benefit Period. The term "Benefit Period" means the period of time beginning with the Distribution Date and ending with payment in full of the Director's Deferral Account balance.

1.7 Election Form. The term "Election Form" means the Form attached as Exhibit A.

1.8 Fees. The term "Fees" means the total fees payable to the Director.

1.9 Termination of Service. The term "Termination of Service" means the Director ceasing to be a member of the Company's Board of Directors for any reason whatsoever.

1.10 Unforeseeable Emergency. The term "Unforeseeable Emergency" means a severe financial hardship of the Director, or of a named beneficiary of the Director, resulting from (i) an illness or accident of the Director or his

named beneficiary, of a spouse of the Director or named beneficiary, or of a dependent (as defined by Code ss. 152(a)) of the Director or named beneficiary;
(ii) the loss of property of the Director or of his named beneficiary due to casualty; or (iii) any other similar extraordinary and unforeseeable circumstance arising as a result of an event or events beyond the control of the Director or of his named beneficiary. The Company, it its sole discretion, shall determine whether a hardship constitutes an Unforeseeable Emergency based on all relevant facts and circumstances. By way of example and not limitation, an Unforeseeable Emergency shall include, but not be limited to (i) the need to pay funeral expenses of a spouse or dependent, (ii) the need to pay expenses for medical care for the Director, the Director's spouse, or any dependent of the Director, or (iii) payments necessary to prevent the eviction of the Director from the Director's principal residence or foreclosure on the mortgage on that residence.

2.1 Initial Deferral Election. The Director shall make an initial deferral election under this Agreement by completion and delivery to the Company of the Election Form attached hereto as Exhibit A. The Election Form shall set forth the amount of Fees to be deferred, the form of benefit payment, and shall designate a beneficiary. The Election Form shall be delivered to the Company not later than twenty (20) days after the date this Agreement is entered into and effective to defer only those Fees earned for services performed after the date of delivery of the Election Form.

2.2.1 Generally. The Director may modify the amount of Fees to be deferred by filing a subsequent signed Election Form with the Company within twenty (20) days prior to the end of a calendar year preceding the calendar year in which the Fees are to be deferred. Such modified Election Form shall not be effective until the calendar year following the year in which the subsequent Election Form is received by the Company.

2.2.2 Modification of Benefit Payment Form. The Director may not modify the benefit payment form for deferrals from the current or prior years. However, the Director may modify the benefit payment form for deferrals in future calendar years by filing a new Election Form in accordance with
Section 2.2.1.

2.2.3 Hardship. If an Unforeseeable Emergency occurs, the Director, by written instructions to the Company, may reduce and/or cease future deferrals under this Agreement at any time. Deferrals may resume only by filing a new Election Form in accordance with Section 2.2.1.

3.1 Deferral Account. The Company shall establish a Deferral Account on its books for the Director, and shall credit to the Deferral Account the following amounts:

3.1.1 Deferrals. The Fees deferred by the Director on the first day of the month following the month in which the Fees were earned.

3.1.2 Interest. On the last day of each calendar month during the Deferral Period only, and immediately prior to the payment of any benefits, the Deferral Account will be credited with interest earned during that month. Interest shall accrue at the rate equal to four percent (4%) greater than the yield on a five (5) year United States Treasury Bond per annum through December 31, 1998, and, thereafter, at the same rate per annum until changed by resolution of the Company's Board of Directors, in its sole discretion. Interest earned will be calculated by taking the applicable rate of interest multiplied by the principal balance on the last day of each month, divided by 365 days, multiplied by the number of days in the month. At the end of each calendar year, the interest earned during the year will be posted to the account and only then become principal and entitled to future interest accrual.

3.2 Statement of Accounts. The Company shall provide to the Director as soon as practicable following the end of each year, a statement setting forth the Deferral Account balance.

3.3 Unsecured Creditor Status. The Deferral Account is solely an accounting device for measuring amounts to be paid under this Agreement. The Deferral Account is not a trust fund of any kind and the Director has no rights greater than those of a general unsecured creditor of the Company for purposes of the payment of benefits under this Agreement. The Director's rights are not subject in any manner to the anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Director or the Director's creditors or beneficiaries.

4.1 Termination of Service Benefit. Except as provided in Section 4.5, within thirty (30) days of the Distribution Date, the Company shall pay to the Director the balance in the Deferral Account in the benefit payment form elected by the Director on applicable Election Form or Forms.

4.2 Change in Control Benefit. Upon Termination of Service of the Director in connection with and within 60 (sixty) days before or after a Change in Control, the Company shall pay to the Director the balance in the Deferral Account within ninety (90) days after the Change in Control.

4.3 Hardship Distribution. Upon the Company's determination (following petition by the Director) that the Director has suffered an Unforeseeable Emergency:

4.3.1 The Company shall distribute to the Director that portion of the Deferral Account balance that is reasonably necessary to satisfy the severe financial need and to pay taxes reasonably expected as a result of the distribution. The Company shall take into account the extent the hardship could be relieved through (i) compensation from insurance; (ii) cancellation of further deferrals under this Agreement and any other deferred compensation plan in which the Director participates (whether maintained by the Company or any other employer); (iii) distributions or loans available without tax penalty from any benefit plan in which the Director participates (whether maintained by the Company or any other employer); (iv) loans from commercial sources on reasonable commercial terms; and (v) liquidation of the Director's assets (to the extent such liquidation would not in itself cause severe financial hardship). For purposes of this paragraph, the Director's assets shall be deemed to include those assets of the Director's spouse and minor children that are reasonably available to the Director.

4.3.2 The Director's deferral election shall be canceled with respect to all Fees earned after the date of the Unforeseeable Emergency. The Director shall be ineligible to defer any additional Fees under this Agreement until the first day of the calendar year following the second anniversary of the Distribution Date. To resume deferrals, the Director must submit a new deferral election meeting the requirements of Section 2.2.1.

4.4 Death of Director. If the Director dies during the Deferral Period or after benefit payments have commenced under this Agreement but before receiving all such payments, then the Company shall pay to the Director's beneficiary the balance in the Deferral Account at the same time, in the same amounts, and in the same form that would have been paid to the Director had the Director survived.

4.5.1 If (i) any stock of the Company is traded on an established securities market, (ii) the Director is considered a Key Employee and (iii) the Director receives a distribution because of a Termination of Service; then (a) the Director shall not receive any distribution until the date which is six months after the date of Termination of Service and (b) each scheduled distribution that becomes payable because of the Termination of Service shall be delayed six months.

4.5.2 Each year on December 31 the Company shall designate the Director as Key Employee if, at any time during the year, the Director satisfied the definition of Key Employee set forth in Code ss. 416(i), without regard to ss. 416(i)(5). Designation as a Key Employee shall apply for the 12 month period beginning April 1 after the designation. For example, designation as a Key Employee on December 31, 2005 would apply from April 1, 2006 to March 31, 2007.

4.5.3 Compensation for determining Key Employee status shall include all annual compensation from the Company, including salary, bonus, and/or incentive payments, determined before any deductions under any qualified or nonqualified plan of the Employer.

4.5.4 For purposes of determining Key Employee status, (i) an Employee's percentage ownership in the Company is the greater of his or her percentage ownership of the outstanding stock of the Company and the percent of combined voting power of all stock of the Company he or she possesses, and (ii) the constructive ownership rules of Code ss. 318 apply. For purposes of attribution from corporations, Code ss. 318(a)(2)(C) is applied by substituting 5 percent for 50 percent.

5.1 Beneficiary Designations. The Director shall designate a beneficiary by filing a written designation with the Company in the form attached as Exhibit A. The Director may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Director and accepted by the Company during the Director's lifetime. The Director's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director, or if the Director names a spouse as beneficiary and the marriage is subsequently dissolved. If the Director dies without a valid beneficiary designation, all payments shall be made to the Director's surviving spouse, if any, and if none, to the Director's surviving children and the descendants of any deceased child by right of representation, and if no children or descendants survive, to the Director's estate.

5.2 Facility of Payment. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

6.1 Claims Procedure. The Company shall notify the Director's beneficiary in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or non-eligibility for benefits under the Agreement. If the Company determines that the beneficiary is not eligible for benefits or full benefits, the notice shall set forth (i) the specific reasons for such denial, (ii) a specific reference to the provisions of the Agreement on which the denial is based, (iii) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (v) an explanation of the Agreement's claims review procedure and other appropriate information as to the steps to be taken if the beneficiary wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the beneficiary of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety (90) day period.

6.2 Review Procedure. If the beneficiary is determined by the Company not to be eligible for benefits, or if the beneficiary believes that he or she is entitled to greater or different benefits, the beneficiary shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Such petition shall state the specific reasons which the

beneficiary believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the beneficiary (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the beneficiary (or counsel) shall have the right to review the pertinent documents. The Company shall notify the beneficiary of its decision in writing within the sixty (60) day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the beneficiary and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty (60) day period is not sufficient, the decision may be deferred for up to another sixty (60) day period at the election of the Company, but notice of this deferral shall be given to the beneficiary.

7.1 At-will Termination. The Company may amend or terminate this Agreement at-will at any time prior to the Director's Termination of Service by written notice to the Director.

7.1.1 At-will termination of this Agreement shall cease all future deferrals, but shall not accelerate the payment of benefits unless the requirements of Section 7.1.2 are satisfied.

7.1.2 The following conditions must be satisfied in order to accelerate the payment of benefits upon the Company's at-will termination of this Agreement:

(1) All other arrangements sponsored by the Company that would be aggregated with this Agreement under Prop. Reg. ss. 1.409A-1(c) if the Director participated in each other arrangement must also be terminated;

(2) No payment of benefits may occur within 12 months of the termination of this Agreement and all other arrangements (other than benefit payments that would be payable without regard to the termination);

(3) The entire Deferral Account must be paid to the Director within 24 months of the termination; and

(4) For the five-year period following the date of termination, the Company may not adopt a new arrangement that would be aggregated as provided in condition (1) with any terminated arrangement.

7.2 Plan Termination Upon Dissolution or Bankruptcy. If the Company terminates this Agreement within 12 months of a corporate dissolution taxed under Code ss. 331, or at any time with the approval of a U.S. Bankruptcy Court pursuant to 11 U.S.C. ss. 503(b)(1)(A), then the Director's Deferral Account shall be paid to the Director and included in his gross income in the latest of (i) the calendar year in which the plan termination occurs, (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture or (iii) the first calendar year in which the payment is administratively practicable.

7.3 Plan Termination Upon a Change in Control. If the Company terminates this Agreement within the 30 days preceding or the 12 months following a Change in Control, then the Director's Deferral Account shall be paid to the Director within 12 months of the date of termination. This Agreement shall be treated as terminated under this Section 7.3 only if all substantially similar arrangements sponsored by the Company are terminated, so that the Director and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of termination of the arrangements.

8.1 Binding Effect. This Agreement shall be binding upon the Director and the Company, and their beneficiaries, survivors, executors, administrators and transferees.

8.2 No Guaranty of Employment. This Agreement is not a contract for services. It does not (i) give the Director the right to remain a director of the Company, (ii) require the Director to remain a director, (iii) interfere with the shareholders' rights to replace the Director, or (iv) interfere with the Director's rights to terminate services at any time.

8.3 Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4 Tax Withholding. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

8.5 Governing Law. The Agreement and all rights hereunder shall be governed by the laws of California and by applicable federal tax law.

8.6 Unfunded Arrangement. The Director and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject to any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors or beneficiaries of the Director. Any insurance on the Director's life is a general asset of the Company to which the Director and beneficiary have no preferred or secured claim.

8.7 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. This Agreement is intended to supersede any and all prior agreements between the parties relating the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.

IN WITNESS WHEREOF, the Director and a duly authorized Company officer have signed this Agreement as of the above written date.

AMERICAN RIVER BANKSHARES                   DIRECTOR

By
   -------------------------------          ------------------------------------
   Charles D. Fite
   Chairman of the
   Board of Directors

======================================== ===================================== ==================================
Amount of Deferral                       Frequency of Deferral                 Duration
---------------------------------------- ------------------------------------- ----------------------------------
[Initial and Complete One]               [Initial One]                         [Initial and Complete One]

________ I elect to defer                ________ Beginning of Year            ________ This Year Only
________ % of Fees

________ I elect to defer                ________ Each fee period              ________ For _____ years (not to
$_______ of Fees                                                               exceed 5 years) from the date of
                                                                               the Agreement
________ I elect not to                  ________ End of Year
defer Fees
======================================== ===================================== ==================================

I understand that I may change the amount, frequency and duration of my deferrals by filing a new election form with American River Bankshares; provided, however, that any subsequent election will not be effective until the calendar year following the year in which the new election is received by the Company.

One]

_____    Lump sum

         Substantially equal monthly installments for:

_____    thirty-six (36) monthly installments with the amount of each
         installment determined as of each installment date by dividing the
         entire amount in my Deferral Account by the number of installments then
         remaining to be paid, with the final installment to be the entire
         remaining balance in the Deferral Account.

_____    sixty (60) monthly installments with the amount of each installment
         determined as of each installment date by dividing the entire amount in
         my Deferral Account by the number of installments then remaining to be
         paid, with the final installment to be the entire remaining balance in
         the Deferral Account.

_____    one hundred twenty (120) monthly installments with the amount of each
         installment determined as of each installment date by dividing the
         entire amount in my Deferral Account by the number of installments then
         remaining to be paid, with the final installment to be the entire
         remaining balance in the Deferral Account.

_____    one hundred eighty (180) monthly installments with the amount of each
         installment determined as of each installment date by dividing the
         entire amount in my Deferral Account by the number of installments then
         remaining to be paid, with the final installment to be the entire
         remaining balance in the Deferral Account.

I understand that I may not change the form of benefit elected, even if I later change the amount of my deferrals under the Agreement without written approval of the Board of Directors of American River Bankshares.

Beneficiary Designation

I designate the following as beneficiary of benefits under the Deferred Fee Agreement payable following my death:

Primary: _________________________________________

Contingent: ______________________________________

NOTE: To name a trust as beneficiary, please provide the name of the trustee and the exact date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new written designation with American River Bankshares. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary, in the event of the dissolution of our marriage.

Signature: ________________________________

As of __________, 20__

Accepted by the American River Bankshares as of _________, 20__.

AMERICAN RIVER BANKSHARES

EXHIBIT 99.2

AMERICAN RIVER BANKSHARES

Effective May 1, 1998, American River Bankshares established an unfunded plan for the purpose of providing deferred compensation for a select group of management and highly compensated employees. Following the release of proposed regulations under Section 409A of the Code on October 4, 2005, the Plan has been restated to comply with the requirements of Section 409A and to clarify certain provisions of the Plan.

RECITALS

WHEREAS, Employees eligible to participate in this Plan are employed by Employer; and

WHEREAS, Employer desires to amend the Plan to comply with Section 409A and the Employees desire the Employer to pay deferred compensation to or for the benefit of Employees, or a designated Beneficiary, or both;

NOW, THEREFORE, the Employer hereby restates this Plan, effective January 1, 2005.

SECTION 1 DEFINITIONS

1.1 "Account" shall mean the separate account(s) established under this Plan for each participating Employee. The Employer shall furnish each Employee with a statement of his or her account balance at least annually.

1.2 "Beneficiary" shall mean the Beneficiary designated by the Employee under Section 4, to receive the Employee's deferred compensation benefits in the event of his or her death.

1.3 "Change in Control" shall mean, with respect to an Employee, the occurrence of a "Change in Control Event" described in Subsection 1.3(a) with respect to a corporation that is a "Service Recipient" as defined in Subsection 1.3(d). The term "Change in Control" as defined in this Section 1.3 is intended to comply with all relevant provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5) relating to changes in the ownership or effective control of a corporation and changes in the ownership of a substantial portion of the assets of a corporation.

(a) A "Change in Control Event" occurs on the date any of the following events occur:

(i) Any one person, or more than one person acting as a group ("Person"), acquires ownership of stock of a corporation that, together with stock previously held by such Person, raises the total ownership from less than 50 percent of the total fair market value or total voting power of such corporation to more than 50 percent of such value or power.

(ii) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, ownership of 35 percent or more of the total voting power of the stock of a corporation, without regard to the stock owned by the Person before the commencement of the 12-month period.

(iii) A majority of the members of a corporation's board of directors is replaced in a 12-month period by directors who were not endorsed by a majority of the board prior to the election or appointment of each director.

(iv) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, assets from a corporation with a gross fair market value equal to or more than 40 percent of the total gross fair market value of all the assets of such corporation prior to such acquisition or acquisitions. Gross fair market value shall be determined without regard to any liabilities associated with the assets. However, this subsection (iv) shall not apply to the transfer of assets: (1) to an entity that is controlled by the shareholders of such corporation immediately after the transfer;
(2) to a shareholder of such corporation with respect to the shareholder's stock or in exchange for more stock; (3) to an entity of which such corporation owns 50 percent or more of the total value or voting power immediately after the transaction; (4) to a Person that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation immediately following the transaction; or (5) to an entity, at least 50 percent of the total value or voting power of which is owned immediately following the transaction, directly or indirectly, by a Person which owns directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation.

(b) If any Person controls a corporation under subsections (a)(i) or (ii), the acquisition of additional control by the same Person shall not cause a Change in Control.

(c) Persons will be considered to be acting as a group in accordance with the provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5)(vii)(C). For example, Persons will not be considered to be acting as a group solely because they purchase or own stock of a corporation at the same time, or as a result of the same public offering. However, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with a Service Recipient. Furthermore, if a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in each corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the merged corporation.

(d) The term "Service Recipient" includes all of the following:
(i) the corporation for which an Employee performs services (relating to Compensation deferred under this Agreement) at the time of a Change in Control Event; (ii) any corporation liable to pay deferred compensation under this Plan;
(iii) any corporation which owns more than 50 percent of the total fair market value and total voting power of any corporation described in clause (i) or (ii); and (iv) any corporation in a chain of corporations in which each

corporation owns more than 50 percent of the total fair market value and total voting power of another corporation in the chain ending in a corporation described in clause (i) or (ii).

1.4 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder.

1.5 "Committee" shall mean the Compensation Committee of the Board of Directors of the Employer or any other committee designated by the Board of Directors of the Employer to administer this Plan in accordance with Section 7 hereof.

1.6 "Compensation" shall mean the "base salary" and "cash bonuses" as those terms are defined in Section 3.1.

1.7 "Effective Date" shall mean May 1, 1998, unless otherwise specified by the Employer in a resolution approving and adopting this Plan.

1.8 "Employee" shall mean each employee of the Employer who is selected to participate in this Plan pursuant to Section 2. References to Employee shall include references to an Employee's Beneficiary where the context so requires.

1.9 "Employer" shall mean American River Bankshares, any successor, and any subsidiary that receives services from an Employee.

1.10 "Plan Year" shall mean the year beginning each January 1 and ending December 31; notwithstanding the foregoing, the initial Plan Year shall mean the period beginning with the Effective Date and ending on December 31, 1998.

1.11 "Plan" shall mean the American River Bankshares 1998 Deferred Compensation Plan.

1.12 "Permanent Disability" shall have the meaning given such term in the Employer's Disability Plan; provided that the Executive must, by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least 12 months (i) be unable to engage in any substantial gainful activity or (ii) receive income replacement benefits for a period of at least three months under an accident and health plan covering other employees of the Employer. An Employee will not be considered to have a Permanent Disability unless he or she furnishes proof of such condition sufficient to satisfy the Committee, in its sole discretion.

1.13 "Separation from Service" shall mean the termination of the employment relationship between the Employee and the Employer. No Separation from Service occurs while an Employee is on military leave, sick leave, or other bona fide leave of absence until the period of leave exceeds six months or, if longer, the length of absence to which the Employee has a right under contract or statute or is otherwise permitted by the Employer.

1.14 "Unforeseeable Emergency" shall mean a severe financial hardship of an Employee or Beneficiary resulting from (i) an illness or accident of the Employee or Beneficiary, of a spouse of the Employee or Beneficiary, or of a dependent (as defined by Code ss. 152(a)) of the Employee or Beneficiary;
(ii) the loss of property of the Employee or Beneficiary due to casualty; or
(iii) any other similar extraordinary and unforeseeable circumstance arising as a result of an event or events beyond the control of the Employee or a Beneficiary. The Committee, in its sole discretion, shall determine whether a hardship constitutes an Unforeseeable Emergency based on all relevant facts and circumstances. By way of example and not limitation, an Unforeseeable Emergency shall include, but not be limited to (i) the need to pay funeral expenses of a spouse or dependent, (ii) the need to pay expenses for medical care for an Employee, the Employee's spouse, or any dependent of the Employee, or (iii) payments necessary to prevent the eviction of an Employee from the Employee's principal residence or foreclosure on the mortgage on that residence.

SECTION 2 ELIGIBILITY

2.1 Eligibility. Eligibility to participate in the Plan shall be limited to full-time, executive and senior management officers of the Employer with the title of chief executive officer, president, executive vice president, or senior vice president, and who have been selected by the Committee to participate in the Plan. The Committee shall designate Employees who shall be covered by this Plan in a separate Acknowledgment, in the form attached hereto as Appendix 1, for each such Employee. Participation in the Plan shall commence as of the date such Acknowledgment is signed by the Employee and delivered to the Employer, provided that deferral of compensation under the Plan shall not commence until the Employee has complied with the election procedures set forth in Section 3.3. Nothing in the Plan or in the Acknowledgment shall be construed to require any contributions to the Plan on behalf of the Employee by the Employer.

SECTION 3 DEFERRED COMPENSATION

3.1 Deferred Compensation. (a) Each participating Employee may elect, in accordance with Section 3.3 of this Plan, to defer annually the receipt of a portion of the Compensation for active service otherwise payable to

him or her by the Employer during each year or portion of a year that the Employee shall be employed by the Employer. Any Compensation deferred by Employee pursuant to Section 3.3 shall be recorded by the Employer in an Account, maintained in the name of the Employee, which Account shall be credited with a dollar amount equal to the total amount of Compensation deferred during each Plan Year under the Plan, together with earnings thereon credited in accordance with Section 3.10, less taxes payable by the Employer on account of such earnings. All deferrals shall be fully vested at all times. Deferral elections shall be subject to a minimum dollar amount and maximum percentage amounts as follows: (i) the minimum annual deferral amount is $5,000 which shall be withheld from the employee's "base salary" or "cash bonus", and (ii) the maximum deferral percentage amount is 80% of the Employee's "base salary" and 100% of the Employee's "cash bonus". For purposes of this Section 3.1 and Appendix 3 hereto, "base salary" means an Employee's regular annual compensation for a Plan Year, determined as of the first day of that year, excluding bonuses, commissions, overtime, incentive payments, non-monetary awards, compensation deferred pursuant to any other plans of the Employer and other special compensation. For purposes of this Section 3.1 and Appendix 3 hereto, "cash bonus" shall mean amounts (if any) awarded under the bonus policies maintained by the Employer.

(b) Amounts deferred under the Plan shall be calculated and withheld from the Employee's base salary and/or cash bonus after such compensation has been reduced to reflect salary reduction contributions to the Employer's Code Section 401(k) (savings) plan.

3.2 Payment of Account Balances. (a) The Employee shall elect whether he or she will receive distribution of his or her entire Account, subject to tax withholding requirements, (i) upon reaching a specified age; (ii) upon passage of a specified number of years; (iii) upon Separation from Service, or (iv) upon the earlier or latter to occur of (A) Separation from Service or (B) passage of a specified number of years, as elected by the Employee. The Employee shall also elect to receive all amounts payable to him or her in a lump sum or in equal monthly installments over a designated period of sixty (60), one hundred twenty (120) or one hundred eighty (180) months, pursuant to the provisions of Section 3.2(e). A designation of the date and form of distribution, pursuant to the requirements of Section 3.4, shall be required as a condition of participation in this Plan.

(b) Distributions shall be made to the maximum extent allowable under the election made by the Employee, except no distribution shall be made
(i) in violation of Section 3.8 below or (ii) to the extent that the receipt of such distribution, when combined with the receipt of all other "applicable employee remuneration" (as defined in Code Section 162(m)(4)), would cause any remuneration received by the Employee to be nondeductible by the Employer under Code Section 162(m)(1). The portion of any distribution amount that is not distributed by operation of this Section 3.2(b) shall be distributed at the earliest date on which the amount not distributed or any portion of the amount not distributed may be distributed without causing any remuneration received by the Employee to be nondeductible by the Employer under Code ss. 162(m)(1).

(c) Upon termination of an Employee's employment with the Employer by reason of Permanent Disability prior to the date when payment of Account balances otherwise would commence under the provisions of this Section 3.2, the Employee or the Employee's designated Beneficiary shall be entitled to receive all amounts credited to the Account of the Employee as of the date of his or her Permanent Disability (notwithstanding any contrary election to receive distributions under the first sentence of Section 3.2(a)). Said amounts shall be payable pursuant to the provisions of Section 3.2(e).

(d) In the event that the Employee dies prior to commencement or completion of distribution of the entire balance of the Employee's Account, the balance of the Account on the date of death shall be payable to Employee's Beneficiary pursuant to the provisions of Section 3.2(e).

(e) The Employer shall distribute or direct distribution of the balance of amounts previously credited to the Employee's Account, in a lump sum or in monthly installments as designated by the Employee pursuant to Section
3.4. Distribution of the lump sum or the first installment shall be made or commence within thirty (30) days following the date elected pursuant to Section 3.2(a) except as provided in Section 3.8. Subsequent installments, if any, shall be made on the first day of each month following the first installment, or as soon thereafter as administratively practicable, as determined by the Employer. The amount of each installment shall be calculated by dividing the Account balance as of the date of the distribution by the number of installments remaining pursuant to the Employee's distribution election. Each installment, if any, shall take into account earnings credited to the balance of the Account remaining unpaid.

3.3 Election to Defer Compensation. (a) Each election of an Employee to defer Compensation as provided in Section 3.1 of this Plan shall be in writing, signed by the Employee, and delivered to Employer, together with all other documents required under the provisions of this Plan, at least twenty (20) days prior to the beginning of the Plan Year with respect to which the Compensation to be deferred is otherwise payable to Employee; however, an Employee may elect to defer "performance-based compensation" (as defined by
Section 409A of the Code) as late as six (6) prior to the end of the performance period (i.e. by June 30, 2006 for 2006 performance-related compensation).

(b) An Employee who is hired or promoted during a Plan Year to a position of eligibility and who is selected by the Committee for participation in the Plan shall have twenty (20) days from the date of such selection in which to submit the required election documents for the then-current Plan Year. Only Compensation attributable to services performed after the required election documents are received by the Employer may be deferred.

(c) A deferral election shall be irrevocable with respect to any Compensation covered by such election, including Compensation payable in the Plan Year in which an election suspending or modifying the prior deferral election is delivered to the Employer. A deferral election shall continue in force for each successive year until or unless (i) suspended or modified by the filing of a new election in accordance with the requirements of this Section 3.3 or (ii) cancelled pursuant to Section 3.7(b).

(d) The Employer shall withhold the amount or percentage of base salary specified to be deferred in equal amounts for each payroll period and shall withhold the amount or percentage of cash bonus specified to be deferred at the time or times such bonus is or otherwise would be paid to the Employee.

(e) The election to defer Compensation shall be in the form attached as Appendix 3.

3.4 Distribution Election. (a) Each distribution election of an Employee as provided in Section 3.2 of this Plan shall be in writing, signed by the Employee and delivered to Employer, together with all documents required under the provisions of this Plan, at least twenty (20) days prior to the beginning of the Plan Year with respect to which the distribution election is to apply.

(b) An Employee who is hired or promoted during a Plan Year to a position of eligibility and who is selected by the Committee for participation in the Plan shall have twenty (20) days from the date of such selection in which to submit the required election documents for the then-current Plan Year.

(c) Any distribution election made by an Employee shall be irrevocable with respect to any Compensation covered by such election.

(d) An Employee's distribution election shall be in the form attached hereto as Appendix 2.

3.5 Modification of Distribution Election. (a) Before December 31, 2006 an Employee may modify a distribution election relating to any amount deferred before December 31, 2006, except that during 2006 the Employee may not
(i) postpone a payment that would otherwise be received in 2006 or (ii) cause a payment to be made in 2006. A modification under this Subsection 3.5(a) shall be in writing, signed by the Employee and delivered to the Employer on or before December 31, 2006 using the form attached hereto as Appendix 4.

(b) After December 31, 2006 an Employee may modify a distribution election only if the following requirements are met:

(i) The modification must be delivered to the Employer at least 12 months before the scheduled date of the payment to be modified. Consequently, no modification of payments to be made upon reaching a specified age or upon passage of a specified number of years may occur within 12 months of the specified age or the end of the specified number of years;

(ii) The modification must defer the payment for at least five (5) years from the date payment would otherwise have begun; and

(iii) The modification must be in writing, signed by the Employee and delivered to the Employer using the form attached hereto as Appendix 5.

3.6 Payment Upon Change in Control. Notwithstanding any other provision of this Plan, an Employee shall receive distribution of his or her Account, pursuant to the provisions of Section 3.2(e), commencing within thirty
(30) days following a Change in Control. Alternatively, an Employee may elect to continue to participate in the Plan following a Change in Control if the Plan remains in effect thereafter and the Employee notifies the Employer in writing, not less than twenty (20) days prior to the effective date of the Change in Control, of the Employee's election to remain a participant in the Plan.

3.7 Unforeseeable Emergency. Upon the Committee's determination (following petition by the Employee) that an Employee has suffered an Unforeseeable Emergency:

(a) The Employer shall distribute to the Employee that portion of his or her Account balance that is reasonably necessary to satisfy the severe financial need and to pay taxes reasonably expected as a result of the distribution. The Committee shall take into account the extent the hardship could be relieved through (i) compensation from insurance; (ii) cancellation of further deferrals under this Plan and any other deferred compensation plan in which the Employee participates (whether maintained by the Employer or any other employer); (iii) distributions or loans available without tax penalty from any benefit plan in which the Employee participates (whether maintained by the Employer or any other employer); (iv) loans from commercial sources on reasonable commercial terms; and (v) liquidation of the participant's assets (to the extent such liquidation would not in itself cause severe financial hardship). For purposes of this paragraph, an Employee's assets shall be deemed to include those assets of the Employee's spouse and minor children that are reasonably available to the Employee.

(b) The Employee's deferral election shall be canceled with respect to all Compensation earned after the date of the Unforeseeable Emergency. The Employee shall be ineligible to defer any additional Compensation under the Plan until the first day of the Plan Year following the second anniversary of the date of the distribution. To resume deferrals, the Employee must submit a new deferral election meeting the requirements of Section 3.3.

3.8 Payments to Key Employees. (a) If (i) any stock of the Employer is traded on an established securities market, (ii) an Employee is considered a Key Employee, and (iii) the Employee receives a distribution because of a Separation from Service then (a) the Employee shall not receive any distribution until the date which is six months after the date of Separation from Service and (b) each scheduled distribution that becomes payable because of the Separation from Service shall be delayed six months.

(b) Each year on December 31 the Employer shall designate an Employee as a Key Employee if, at any time during the year, the Employee satisfied the definition of Key Employee set forth in Code Section 416(i), without regard to Section 416(i)(5). Designation as a Key Employee shall apply for the 12 month period beginning April 1 after the designation. For example, designation as a Key Employee on December 31, 2005 would apply from April 1, 2006 to March 31, 2007.

3.9 Employee's Rights Unsecured. The right of the Employee or his or her designated Beneficiary to receive a distribution hereunder shall be an unsecured claim against the general assets of the Employer, and neither the Employee nor his or her designated Beneficiary shall have any rights in or against any amount credited to his or her Account or any other specific assets of the Employer. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between the Plan and the Employer or any other person.

3.10 Investment of Account. The balance held in the Account shall accrue interest at a rate per annum during a Plan Year equal to four percent (4%) greater than the yield on five (5) year United States Treasury Bond as of the beginning of each Plan Year, which interest should be determined and added to the Account at the end of each calendar month during a Plan Year.

SECTION 4 DESIGNATION OF BENEFICIARY

4.1 Beneficiary Designation. Employee may designate a Beneficiary or Beneficiaries to receive any amount due hereunder by Employee via written notice thereof to Employer at any time prior to his or her death and may revoke or change the Beneficiary designated therein without the Beneficiary's consent by written notice delivered to Employer at any time and from time to time prior to Employee's death. If Employee is married and a resident of a community property state, one half of any amount due hereunder which is the result of an amount contributed to the Plan during such marriage is the community property of the Employee's spouse and Employee may designate a Beneficiary or Beneficiaries to receive only the Employee's one-half interest. If Employee shall have failed to designate a Beneficiary, or if no such Beneficiary shall survive him or her, then such amount shall be paid to his or her estate. Designations of Beneficiaries shall be in the form attached hereto as Appendix 6.

SECTION 5 UNSECURED GENERAL OBLIGATION

5.1 No Account Segregation. No special or separate fund shall be established and no other segregation of assets shall be made to assure the payment of any benefits hereunder. All Account balances shall be subject to the claims of general creditors of the Employer in the event the Employer becomes insolvent. The obligations of the Employer to pay benefits under the Plan constitute an unfunded, unsecured general obligation and promise to pay and Employees shall have no greater rights than general creditors of the Employer.

SECTION 6 AMENDMENT AND TERMINATION

6.1 Amendment. The Employer shall have the right to amend this Plan at any time and from time to time, including a retroactive amendment, if required to comply with applicable law or rules and regulations of governmental or regulatory authorities, including, without limitation, the United States Internal Revenue Service or Department of Labor, California State Franchise Tax Board, Federal Deposit Insurance Corporation or California Commissioner of Financial Institutions. Any such amendment shall become effective upon the date stated therein, and shall be binding on all Employees, except as otherwise provided in such amendment; provided, however, that said amendment shall not affect adversely benefits payable to an affected Employee without the Employee's written approval.

6.2 At-will Termination. The Employer may terminate this Plan at will. Termination of this Plan shall cease all future deferrals, but shall not accelerate the payment of benefits unless subsection (a) or (b) applies.

(a) If the following conditions are satisfied, all Employee Accounts will be distributed to Employees within thirty (30) days of the termination of the Plan:

(i) All other arrangements sponsored by the Employer that would be aggregated with this Plan under Prop. Reg. ss. 1.409A-1(c) if an Employee participated in such arrangement or arrangements, must also be terminated;

(ii) No payment of benefits may occur within 12 months of the termination of this Plan and all other arrangements (other than benefit payments that would be payable without regard to the termination);

(iii) All Employee Accounts must be paid to Employees within 24 months of the termination; and

(iv) For the five-year period following the date of termination, the Employer may not adopt a new arrangement that would be aggregated as provided in condition (i) with any terminated arrangement.

(b) Plan Termination Upon Dissolution or Bankruptcy. If the Employer terminates this Plan within 12 months of a corporate dissolution taxed under Code ss. 331, or at any time with the approval of a U.S. Bankruptcy Court pursuant to 11 U.S.C. ss. 503(b)(1)(A), then all Employee Accounts shall be paid to Employees in lump sums and included in the gross income of each Employee in the latest of (i) the calendar year in which the plan termination occurs, (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture or (iii) the first calendar year in which the payment is administratively practicable.

SECTION 7 ADMINISTRATION

7.1 Administration. The Committee shall administer and interpret this Plan in accordance with the provisions of the Plan. Any determination or decision by the Committee shall be conclusive and binding on all persons who at any time have or claim to have any interest whatever under this Plan.

7.2 Liability of Committee; Indemnification. To the maximum extent permitted by law, the Committee shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to his or her own bad faith or willful misconduct. The Committee may employ legal counsel, consultants, actuaries and agents as they may deem desirable in the administration of the Plan and may rely on the opinion of such counsel or the computations of such consultant engaged by the Committee prior to their finalization.

7.3 Expenses. The costs of the establishment of the Plan and the adoption of the Plan by Employer, including but not limited to legal and accounting fees, and the expenses of administering the Plan shall be borne by the Employer.

SECTION 8 GENERAL AND MISCELLANEOUS

8.1 Notices. All notices and other communications provided for in this Plan shall be given or made by personal delivery or by certified or registered mail, postage prepaid and return receipt requested, or by a nationally recognized overnight courier service, to the address set forth below. All such notices or communications shall be deemed to have been duly given when received by Employer or Employee, or their respective authorized representatives at the address set forth below in the case of the Employer and in Appendix 1 in the case of the Employee, or such changed addresses as may be designated in writing by either party to the other from time to time.

American River Bankshares 3100 Zinfandel Drive, Suite 450 Rancho Cordova, CA 95670 Attn: Chairman of the Board

8.2 Rights Against Employer. Except as expressly provided by the Plan, the establishment of this Plan shall not be construed as giving to any Employee or to any person whomsoever, any legal, equitable or other rights against the Employer, or against its officers, directors, agents or shareholders, or as giving to any Employee or Beneficiary any equity or other interest in the assets, business or shares of Employer stock or giving any Employee the right to be retained in the employment of the Employer. Neither this plan nor any action taken hereunder shall be construed as giving to any Employee the right to be retained in the employ of the Employer or as affecting the right of the Employer to dismiss any Employee. Any benefit payable under the Plan shall not be deemed salary or other compensation for the purpose of computing benefits under any employee benefit plan or other arrangement of the Employer for the benefit of its Employees.

8.3 Assignment or Transfer. No right, title or interest of any kind in the Plan shall be transferable or assignable by any Employee or Beneficiary or be subject to alienation, anticipation, encumbrance, garnishment, attachment, execution or levy of any kind, whether voluntary or involuntary, nor subject to the debts, contracts, liabilities, engagements, or torts of the Employee or Beneficiary. Any attempt to alienate, anticipate, encumber, sell, transfer, assign, pledge, garnish, attach or otherwise subject to legal or equitable process or encumber or dispose of any interest in the Plan shall be void.

8.4 Severability. If any provision of this Plan shall be declared illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of this Plan but shall be fully severable, and this Plan shall be construed and enforced as if said illegal or invalid provision had never been inserted herein.

8.5 Construction. The article and section headings and numbers are included only for convenience of reference and are not to be taken as limiting or extending the meaning of any of the terms and provisions of this Plan. Whenever appropriate, words used in the singular shall include the plural or the plural may be rear as the singular. When used herein, the masculine gender includes the feminine gender.

8.6 Governing Law. The validity and effect of this Plan and the rights and obligations of all persons affected hereby shall be construed and determined in accordance with the laws of the State of California unless superseded by federal law.

8.7 Payment Due to Incompetence. If the Committee receives evidence that an Employee or Beneficiary entitled to receive any payment under the Plan is physically or mentally incompetent to receive such payment, the Committee may, in its sole and absolute discretion, direct the payment to any other person or legal representative legally appointed by a court of competent jurisdiction or to any other person determined by the Employer to be a proper recipient on behalf of such person otherwise entitled to payment, or any of them, in such manner and proportion as the Employer may deem proper. Any such payment shall be in complete discharge of the Employer's obligations under this Plan.

8.8 Taxes. The Employer may withhold from any benefits payable under this Plan, all federal, state, city or other taxes as shall be required pursuant to any law, regulation or ruling of any governmental authority. All amounts deferred pursuant to this Plan shall constitute "wages" for social security, Medicare and related tax purposes during the year deferred.

8.9 Arbitration. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the Parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the Parties agree that a representative member, selected by the mutual agreement of the Parties, of the American Arbitration Association ("AAA"), shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the Parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the Parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the Parties.

8.10 Binding Effect. This Plan shall be binding upon and inure to the benefit of the Employer and its successors and assigns and the Employee and the Employee's Beneficiary designee, their respective heirs, personal representatives, executors, administrators and legatees.

APPENDIX 1
ACKNOWLEDGEMENT

The undersigned Employee hereby acknowledges that the Employer has selected him or her as a participant in the American River Bankshares 1998 Deferred Compensation Plan, subject to all terms and conditions of the Plan, a copy of which has been received, read, and understood by the Employee in conjunction with executing this Acknowledgement. The Employee acknowledges that he or she has had satisfactory opportunity to seek legal counsel and ask questions regarding his or her participation in the Plan and has received satisfactory answers to any questions asked. The Employee also acknowledges that he or she has sufficient knowledge and experience in financing and business matters to be capable of evaluating the merits and risks of participation in the Plan. The Employee understands that his or her participation in the Plan shall not begin until this Acknowledgement has been signed by the Employee and returned to the Employer.

EMPLOYEE                                    AMERICAN RIVER BANKSHARES

Dated:  ___________________________         Dated:  ___________________________

Signed: ___________________________         Signed: ___________________________
                                                    Charles D. Fite
                                                    Chairman of the
                                                    Board of Directors

Employee's Address:

_______               upon reaching age: ______

_______               upon the passage of _____ years

_______               upon Separation from Service

_______               upon the earlier to occur of Separation from Service
                      or  passage of _____ years

_______               upon the later to occur of Separation from Service of
                      passage of _____ years

I elect to have any distribution of my Account paid to me in:

_______               a lump sum

_______               sixty (60) monthly installments determined as of each
                      installment date by dividing the entire amount in my
                      Account (including earnings) by the number of
                      installments then remaining to be paid, with the
                      final installment to be the entire remaining balance
                      in the Account.

_______               one hundred twenty (120) monthly installments
                      determined as of each installment date by dividing
                      the entire amount in my Account (including earnings)
                      by the number of installments then remaining to be
                      paid, with the final installment to be the entire
                      remaining balance in the Account.

_______               one hundred eighty (180) monthly installments
                      determined as of each installment date by dividing
                      the entire amount in my Account (including earnings)
                      by the number of installments then remaining to be
                      paid, with the final installment to be the entire
                      remaining balance in the Account.

Dated:                _________________________

Signed:               _________________________

______%               of base salary or cash bonus (but not to exceed
                      eighty percent (80%) of base salary or one hundred
                      percent (100%) of cash bonus), payable to me by
                      Employer [minimum = $5,000], or

$______               of base salary or cash bonus payable to me by
                      Employer (but not to exceed eighty percent (80%) of
                      base salary or one hundred percent (100%) of cash
                      bonus) [minimum = $5,000],

                      and

______%               of any cash bonus payable to me by Employer, or

$______               of any cash bonus payable to me by Employer, or

                      all of any cash bonus payable to me by Employer
                      except for $_______

This election shall take effect for the Plan Year beginning the ___ day of ___________, ____. It may be terminated or modified by me only with written notice. The election shall remain in effect for each successive Plan Year until a termination, modification or subsequent election is submitted. The deferral of compensation hereby elected is subject to all of the terms and conditions of the Plan, a copy of which I have been given by the Employer, and which I have read and understood.

Dated: _________________________

Signed: _________________________

_______               upon reaching age: ______

_______               upon the passage of _____  years

_______               upon Separation from Service

_______               upon the earlier to occur of Separation from Service
                      or passage of _____ years

_______               upon the later to occur of Separation from Service of
                      passage of _____ years

I elect to have any distribution of my Account paid to me in:

_______               a lump sum

_______               sixty (60) monthly installments determined as of each
                      installment date by dividing the entire amount in my
                      Account (including earnings) by the number of
                      installments then remaining to be paid, with the
                      final installment to be the entire remaining balance
                      in the Account.

_______               one hundred twenty (120) monthly installments
                      determined as of each installment date by dividing
                      the entire amount in my Account (including earnings)
                      by the number of installments then remaining to be
                      paid, with the final installment to be the entire
                      remaining balance in the Account.

_______               one hundred eighty (180) monthly installments
                      determined as of each installment date by dividing
                      the entire amount in my Account (including earnings)
                      by the number of installments then remaining to be
                      paid, with the final installment to be the entire
                      remaining balance in the Account.

Dated:                _________________________

Signed:               _________________________

APPENDIX 5

MODIFICATION OF DISTRIBUTION ELECTION (after December 31, 2006)

Pursuant to Section 3.5(b) of the American River Bankshares 1998 Deferred Compensation Plan (the "Plan"), I hereby elect to postpone previously elected payments as provided below. I understand that if this election does not comply with the following three requirements it is void and unenforceable under the Plan:

(a) This Subsequent Election shall not take effect until 12 months after the date on which it is made.

(b) Any payment with respect to which this Subsequent Election applies must be deferred for at least five years from the date the payment would otherwise have been made.

(c) No Subsequent Election relating to payments to be made upon reaching a specified age or upon the passage of a specified number of years may be entered into within 12 months of the specified age or the end of the specified number of years.

Under these rules:

___ If my previous election was to receive a distribution upon reaching a specified age, this Subsequent Election may not allow a distribution of the amount specified until five years following the date the specified age will be reached. For example, if a distribution was to be made in the year of my 65th birthday, this election must postpone the distribution until the year of my 70th birthday.

___ If my previous election was to receive a distribution upon the passage of a specified number of years, this Subsequent Election may not allow a distribution of the amount specified until the passage of five years in addition to the number of years previously elected. For example, if a distribution was to be made in 2015, this election must postpone the distribution until 2020.

___ If my previous election was to receive a distribution upon Separation from Service, this Subsequent Election may not allow a distribution of the amount specified until five years following Separation from Service.

___ There must be no possibility that this Subsequent Election will allow a distribution to be made within 5 years after the date the distribution would be made under my previous election. For example, if I previously elected to receive a distribution on Separation from Service I cannot make a Subsequent Election for distribution at age 70, even if I plan on retiring at age 65, because the five year rule would be violated if, for instance, I didn't retire until age 66.

___ If the date payments will begin is deferred for at least five years, I may choose to have the entire amount distributed in a lump sum or under any of the other installment options provided by the Plan, regardless of my previous form of payment election.

I elect

___ to have ______% of the balance of my Account as of the ___ day of ___________, ____,

___ to have $______________of my Account as of the ___ day of __________, ____,

distributed to me

_______               upon reaching age: ______

_______               upon the passage of _____  years

_______               upon the passage of _____  years after Separation
                      from Service

______                upon the earlier to occur of the passage of _____
                      years after Separation from Service or the passage of
                      _____   years

______                upon the later to occur of the passage of _____
                      years after Separation from Service or the passage of
                      ____ years

I elect to have this distribution of my Account paid to me in:

______                a lump sum


______                sixty (60) monthly installments determined as of each
                      installment date by dividing the entire amount in my
                      Account (including earnings) by the number of
                      installments then remaining to be paid, with the
                      final installment to be the entire remaining balance
                      in the Account.

______                one hundred twenty (120) monthly installments
                      determined as of each installment date by dividing
                      the entire amount in my Account (including earnings)
                      by the number of installments then remaining to be
                      paid, with the final installment to be the entire
                      remaining balance in the Account.

______                one hundred eighty (180) monthly installments
                      determined as of each installment date by dividing
                      the entire amount in my Account (including earnings)
                      by the number of installments then remaining to be
                      paid, with the final installment to be the entire
                      remaining balance in the Account.

Dated:                _________________________

Signed:               _________________________

100% to my spouse          _________________________________

_______%                   _________________________________

_______%                   _________________________________


Dated:                _________________________

Signed:               _________________________

EXHIBIT 99.3

AMERICAN RIVER BANKSHARES

This Agreement is made and entered into on __________, 2006 by and between American River Bankshares, a California corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (the "Employer") and David T. Taber (the "Employee") (collectively the "Parties") for the purposes set forth hereinafter (the "Agreement").

WHEREAS, the Employee is currently the Chief Executive Officer of the Employer pursuant to an employment agreement between the Employer and the Employee dated August 22, 2003 (the "Prior Employment Agreement");

WHEREAS, it is the intention of the Parties to enter into a new employment agreement for the purposes of assuring the continued services of the Employee as the Chief Executive Officer of the Employer and revising the Parties agreement to comply with new federal regulations;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Employer and Employee agree as follows:

1. Term of Employment; Termination of Prior Employment Agreement and Waiver of Rights and Benefits and Release of Obligations Thereunder. Pursuant to this Agreement, the Employer employs the Employee and the Employee hereby accepts employment with the Employer, upon the terms and conditions hereinafter set forth. The term of this Agreement shall be a period of two (2) years from the date hereof. Upon the occurrence of the second annual anniversary of the date of this Agreement, and on each anniversary date thereafter, the term of this Agreement shall be deemed automatically extended for an additional one
(1) year term, subject to the termination provisions of paragraph 16.

The Employer and the Employee agree that the Prior Employment Agreement is hereby terminated effective as of the date of this Agreement and that this Agreement is intended by the Parties hereto to supersede in full and constitute a complete replacement for the Prior Employment Agreement and any rights and benefits thereunder. In furtherance thereof and notwithstanding any provision of this Agreement or the Prior Employment Agreement to the contrary, the Employee, for himself, and his heirs, beneficiaries, executors, administrators, trustees, and any other legal or personal representatives, agents, successors or permitted assignees or transferees, further expressly agrees to and does hereby waive and relinquish any and all rights and benefits under the Prior Employment Agreement and specifically releases the Employer and its affiliates and subsidiaries, from any obligations, duties and liabilities under the Prior Employment Agreement including any matters covered or contemplated by California Civil Code Section 1542 which reads as follows:

"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

2. Duties and Obligations of Employee. Employee shall serve as the Chief Executive Officer of the Employer pursuant to this Agreement and shall perform the customary duties of each such office in the commercial banking industry as may from time to time be reasonably requested of him by the Board of Directors of the Employer including the following:

(a) Providing leadership in planning and implementing the conduct of the business and affairs of the Employer, subject to the direction of the Board of Directors of the Employer, and carrying out responsibilities of the position as outlined in any job description approved by the Board of Directors of the Employer;

(b) Participating in community affairs which are beneficial to the Employer;

(c) Maintaining a good relationship with the Board of Directors of the Employer, its management officers and shareholders;

(d) Maintaining a good relationship with regulatory agencies and governmental authorities having jurisdiction over the Employer and its subsidiaries;

(e) Acting as a member of the Board of Directors of the Employer and of its subsidiaries and all committees of the respective Boards of Directors to which the Employee may be appointed or elected; and

(a) The Employee shall devote his full business time, ability, and attention to the business of the Employer during the term of this Agreement and shall not during the term of this Agreement engage in any other business activities, duties, or pursuits whatsoever, or directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of the Board of Directors of the Employer. However, the expenditure of reasonable amounts of time for educational, charitable, or professional activities shall not be deemed a breach of this Agreement if those activities do not materially interfere with the services required of the Employee under this Agreement. Nothing in this Agreement shall be interpreted to prohibit the Employee from making passive personal investments. However, the Employee shall not directly or indirectly acquire, hold, or retain any interest in any business competing with or similar in nature to the business of Employer, except passive shareholder investments in other financial institutions and their respective affiliates which do not exceed five percent (5%) of the outstanding voting securities in the aggregate in any single financial institution and its affiliates on a consolidated basis.

(b) The Employee agrees to conduct himself at all times with due regard to public conventions and morals. The Employee further agrees not to do or commit any act that will reasonably tend to shock or offend the community, or to prejudice the Employer or the banking industry in general.

(c) The Employee hereby represents and agrees that the services to be performed under the terms of this Agreement are of a special, unique, unusual, extraordinary, and intellectual character that gives them a

peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. The Employee therefore expressly agrees that the Employer, in addition to any other rights or remedies that the Employer may possess, shall be entitled to injunctive and other equitable relief to prevent or remedy a breach of this Agreement by the Employee.

4. Noncompetition by the Employee. The Employee shall not, during the term of this Agreement, directly or indirectly, either as an employee, employer, consultant, agent, principal, stockholder, officer, director, or in any other individual or representative capacity, engage or participate in any competitive banking or financial services business without the prior written consent of the Employer.

(a) The Employee shall indemnify and hold the Employer harmless from all liability for loss, damage, or injury to persons or property resulting from the gross negligence or intentional misconduct of the Employee.

(b) To the extent permitted by law, the Employer shall indemnify the Employee if he was or is a party or is threatened to be made a party in any action brought by a third party against the Employee (whether or not the Employer is joined as a party defendant) against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with said action if the Employee acted in good faith and in a manner the Employee reasonably believed to be in the best interest of the Employer (and with respect to a criminal proceeding if the Employee had no reasonable cause to believe his conduct was unlawful), provided that the alleged conduct of the Employee arose out of and was within the course and scope of his employment as an officer or employee of the Employer.

6. Disclosure of Information. The Employee shall not, either before or after termination of this Agreement, without the prior written consent of the Board of Directors of Employer or except as required by law to comply with legal process including, without limitation, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, disclose to anyone any financial information, trade or business secrets, customer lists, computer software or other information not otherwise publicly available concerning the business or operations of the Employer and its subsidiaries. The Employee further recognizes and acknowledges that any financial information concerning any customers of the Employer and its subsidiaries as it may exist from time to time, is strictly confidential and is a valuable, special and unique asset of Employer's business. The Employee shall not, either before or after termination of this Agreement, without such consent or except as required by law, disclose to anyone said financial information or any part thereof, for any reason or purpose whatsoever. In the event the Employee is required by law to disclose such information described in this paragraph 6, the Employee will provide the Employer and its counsel with immediate notice of such request so that they may consider seeking a protective order. If, in the absence of a protective order or the receipt of a waiver hereunder, the Employee is nonetheless, in the written opinion of knowledgeable counsel, compelled to disclose any of such information to any tribunal or any other party or else stand liable for contempt or suffer other material censure or material penalty, then the Employee may disclose (on an "as needed" basis only) such information to such tribunal or other party without liability hereunder. The Employee agrees to execute such form of confidentiality agreement from time to time during the term of this Agreement as the Board of Directors of the Employer may require to be executed by officers of the Employer. Any conflict between this paragraph 6 and such confidentiality agreement shall be resolved in favor of the provisions of the confidentiality agreement.

7. Written, Printed or Electronic Material. All written, printed or electronic material, notebooks and records including, without limitation, computer disks used by the Employee in performing duties for the Employer, other than the Employee's personal notes and diaries, are and shall remain the sole property of the Employer. Upon termination of employment, the Employee shall promptly return all such material (including all copies, extracts and summaries thereof) to the Employer.

8. Surety Bond. The Employee agrees that he will furnish all information and take any other steps necessary from time to time to enable the Employer to obtain or maintain a fidelity or similar financial institution bond which includes the Employee within the coverages provided conditional on the rendering of a true account by the Employee of all monies, goods, or other property which may come into the custody, charge, or possession of the Employee during the term of his employment. The surety company issuing the bond and the amount of the bond must be acceptable to the Employer. All premiums on the bond shall be paid by the Employer. The Employer, or its successor, shall have no obligation to pay or provide severance payments or severance benefits to the Employee in accordance with paragraph 16 (d) or 16 (e), as applicable, of this Agreement in the event that the Employee's employment is terminated in connection with the Employee's failure to qualify for a surety bond at any time during the term of this Agreement and such failure to qualify results from an occurrence described in paragraph 16 (a) (5), (6), (7), (8), (9), (10) or (11, to the extent of an Employee breach).

9. Base Salary. In consideration for the services to be performed hereunder, the Employee shall receive a salary at the rate of Two Hundred Thousand Dollars ($250,000) per annum, payable in installments during the term of this Agreement of approximately Eight Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($10,416.66) on the first and fifteenth days of each month, subject to applicable adjustments for withholding taxes, prorations for any partial employment period and such other applicable payroll procedures of the Employer. The Employee shall receive such annual adjustments in salary, if any, as may be determined by the Employer's Board of Directors, in its sole discretion, resulting from the Board of Directors annual review of the Employee's compensation each year during the term of this Agreement.

10. Salary Continuation During Disability. If the Employee for any reason (except as expressly provided below) becomes temporarily or permanently disabled so that he is unable to perform the duties under this Agreement, the Employer agrees to pay the Employee the base salary otherwise payable to Employee pursuant to paragraph 9 of this Agreement, reduced by the amounts received by the Employee from state disability insurance, or worker's compensation or other similar insurance benefits through policies provided by the Employer, for a period of six (6) months from the date of disability.

For purposes of this paragraph 10, "disability" shall be defined as provided in the Employer's disability insurance program. Notwithstanding anything herein to the contrary, the Employer shall have no obligation to make payments for a disability resulting from the deliberate, intentional actions of the Employee, such as, but not limited to, attempted suicide or chemical dependence of the Employee.

11. Incentive Compensation. The Employee shall be entitled to participate in the Employer's Executive Incentive Plan (the "Plan") and receive incentive compensation in accordance with the Plan, subject to the right of the

Board of Directors in its sole discretion to modify the terms and provisions of the Plan each year during the term of this Agreement in connection with its review of the Employee's performance and the Employer's results of operations. Under no circumstance shall a right to receive incentive compensation exist in favor of or accrue to or for the benefit of the Employee prior to actual receipt of a distribution, if any, under the Plan.

12. Stock Options/Employment Rights. The Employee has previously been granted stock options and may be granted additional stock options in the future in the discretion of the Board of Directors of the Employer. Any such stock option grant shall be evidenced by a stock option agreement in the form required by the applicable stock option plan. Notwithstanding any provision of such stock option plan or any such stock option agreement to the contrary, no rights of employment shall be conferred upon the Employee or result from any such stock option plan or any such stock option agreement. Any employment rights and corresponding duties of the Employee pursuant to his employment by the Employer shall be limited to and interpreted solely in accordance with the terms and provisions of this Agreement.

13. Other Benefits. The Employee shall be entitled to those employee benefits adopted by the Employer for all employees of the Employer, subject to applicable qualification requirements and regulatory approval requirements, if any. The Employee shall be further entitled to the following additional benefits which shall supplement or replace, to the extent duplicative of any part or all of the general employee benefits, the benefits otherwise provided to the Employee:

(a) Vacation. The Employee shall be entitled to four
(4) weeks of annual vacation leave and six (6) days of personal absence at his then existing rate of base salary each year during the term of this Agreement. The Employee may be absent from his employment for vacation and personal absence as long as such leave is reasonable and does not jeopardize his responsibilities and duties specified in this Agreement. The length of vacation should not exceed two (2) weeks without the approval of the Employer's Board of Directors. The Employee shall take at least two (2) consecutive weeks of vacation each year during the term of this Agreement. Vacation time will accrue in accordance with the Employer's personnel policies.

(b) Automobile Allowance and Insurance. The Employer shall acquire or otherwise make available to the Employee for his business and incidental personal use an automobile, suitable to his position, and (i) maintain it in good condition and repair; and (ii) provide public liability insurance and property damage insurance policies with insurer(s) acceptable to the Employer and with coverages in such amounts as may be acceptable to the Employer from time to time.

(c) Insurance. The Employer shall provide during the term of this Agreement, group life, health (including medical, dental and hospitalization), accident and disability insurance coverage for the Employee and his dependents through a policy or policies provided by insurer(s) selected by the Employer in its sole discretion. Employer shall pay 70% of the cost of the benefits selected by the Employee.

14. Annual Physical Examination. The Employer shall provide insurance coverage for or pay or reimburse the Employee for the cost of an annual physical examination conducted by a California licensed physician selected by the Employee and reasonably acceptable to the Employer.

15. Business Expenses. The Employee shall be reimbursed for all ordinary and necessary expenses incurred by the Employee in connection with his employment. The Employee shall also be reimbursed for reasonable expenses incurred in activities associated with promoting the business of the Employer,

including expenses for entertainment, travel, conventions, educational programs, and similar items, and with the prior approval of the Employer's Executive Committee, expenses for club memberships. The Employer will pay for or will reimburse the Employee for such expenses upon presentation by the Employee from time to time of receipts or other appropriate evidence of such expenditures.

(a) Automatic Termination. This Agreement shall terminate automatically without further act of the Parties and immediately upon the occurrence of any one of the following events, subject to either party's right, without any obligation whatsoever, to waive an event reasonably susceptible of waiver, and the obligation of the Employer to pay the amounts which would otherwise be payable to the Employee under this Agreement through the end of the month in which the event occurs, except that only in the event of termination based upon subparagraphs (1), (4) or (11, to the extent of Employer's breach) below shall the Employee be entitled to receive severance payments and severance benefits based upon automatic termination pursuant to paragraph 16 (d) of this Agreement:

(1) The occurrence of circumstances that make it impossible or impractical for the Employer to conduct or continue its business.

(2) The death of the Employee.

(3) The loss by the Employee of legal capacity.

(4) The loss by the Employer of legal capacity to contract.

(5) The willful, intentional and material breach of duty by the Employee in the course of his employment.

(6) The habitual and continued neglect by the Employee of his employment duties and obligations under this Agreement.

(7) The Employee's willful and intentional violation of any State of California or federal banking or securities laws, or of the Bylaws, rules, policies or resolutions of the Employer or its parent holding company and their respective subsidiaries, or the rules or regulations of the Board of Governors of the Federal Reserve System, California Department of Financial Institutions, or the Federal Deposit Insurance Corporation, or other regulatory agency or governmental authority having jurisdiction over the Employer or its subsidiaries.

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

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

(10) The Employee discloses without authority any secret or confidential information concerning the Employer or its subsidiaries or takes any action which the Employer's Board of Directors determines, in its sole discretion and subject to good faith, fair dealing and reasonableness, constitutes unfair competition with or induces any customer to breach any contract with the Employer or its subsidiaries.

(11) Either party materially breaches the terms or provisions of this Agreement.

(b) Termination by Employer. The Employer may, at its election and in its sole discretion, terminate this Agreement for any reason, or for no reason, by giving not less than thirty (30) days' prior written notice of termination to the Employee, without prejudice to any other remedy to which the Employer may be entitled either at law, in equity or under this Agreement. Upon such termination, unless otherwise agreed in writing between the Employer and the Employee, the Employee shall immediately cease performing and discharging the duties and responsibilities of his position and remove himself and his personal belongings from the Employer's premises. All rights and obligations accruing to the Employee under this Agreement shall cease at such termination, except that such termination shall not prejudice the Employee's rights regarding employment benefits which shall have accrued prior to such termination, including the right to receive the severance pay specified in paragraph 16 (d) below, and any other remedy which the Employee may have at law, in equity or under this Agreement, which remedy accrued prior to such termination.

(c) Termination by Employee. This Agreement may be terminated by the Employee for any reason, or no reason, by giving not less than thirty (30) days' prior written notice of termination to the Employer. Upon such termination, all rights and obligations accruing to the Employee under this Agreement shall cease, except that such termination shall not prejudice the Employee's rights regarding employment benefits which shall have accrued prior to such termination and any other remedy which the Employee may have at law, in equity or under this Agreement, which remedy accrued prior to such termination.

(d) Severance Pay - Termination by Employer. In the event of termination by the Employer pursuant to paragraph 16 (b) or automatic termination based upon paragraph 16 (a) (1), (4) or (11, to the extent of the Employer's breach) of this Agreement, the Employee shall be entitled to receive severance pay at the Employee's rate of base salary immediately preceding such termination in an amount equal to six (6) months of the Employee's annual base salary, less applicable withholding deductions (in addition to salary, incentive compensation, or other payments, if any, due the Employee). Such severance pay shall be paid to the Employee in lump sum no sooner than six (6) months and no later than nine (9) months following such termination.

Notwithstanding the foregoing, in the event of a "Change in Control" as defined in paragraph 16 (f) below, the Employee shall not be entitled to the severance pay pursuant to this paragraph 16 (d) and any rights of the Employee to severance pay shall be limited to such rights as are specified in paragraph 16 (e) below.

The Employee acknowledges and agrees that severance pay pursuant to this paragraph 16 (d) is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and the sole and exclusive remedy for the Employee terminated at the will of the Employer pursuant to paragraph 16 (b) or pursuant to certain provisions of paragraph 16
(a) described herein.

(e) Severance Pay - Change in Control. If, during the active service of the Employee with the Employer and within a period of two (2) years following consummation of a Change in Control, as defined in subsection
(f) of this Section 16, (i) the Employee's employment is terminated or (ii) without the Employee's consent there occurs (A) any adverse change in the nature and scope of the Employee's salary or benefits or (B) any event which reasonably constitutes a constructive termination (by resignation or otherwise) of the Employee's employment, then the Employee shall be entitled to receive severance pay at the Employee's rate of base salary immediately preceding such termination in an amount equal to eighteen (18) months of the Employee's annual base salary, less applicable withholding deductions (in addition to salary, incentive compensation, or other payments, if any, due the Employee). Such severance pay shall be paid to the Employee in lump sum no sooner than six (6) months and no later than nine (9) months following such termination.

The Employee acknowledges and agrees that severance pay pursuant to this paragraph 16 (e) is in lieu of all damages, payments and liabilities on account of the events described above for which such severance pay may be due the Employee under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Employee and the Employer, and any successors or assigns thereof or any "person" as defined herein.

Notwithstanding the foregoing, the Employee shall not be entitled to receive severance payments pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (6),
(7), (8), (9), (10) or (11, to the extent of an Employee breach), or in the event the Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above.

If all or any portion of the amounts payable to the Employee under this Agreement, either alone or together with other payments which the Employee has the right to receive hereunder, constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), that are subject to the excise tax imposed by
Section 4999 of the Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary, after first applying any similar reduction in payments to be received from any other plan or program sponsored by the Employer from which the Employee has a right to receive payments subject to Sections 280G and 4999 of the Code including, without limitation, any Salary Continuation Agreement made between the Employer and the Employee, so as to cause a reduction of any excise tax pursuant to Section 4999 of the Code to equal zero.

(f) To constitute a "Change in Control" as to the Employee, a "Change in Control Event" described in subparagraph (1) of this paragraph 16 (f) must relate to a corporation that is a "Service Recipient" as defined in subparagraph (4) of this paragraph. The term "Change in Control" as defined in this paragraph 16 (f) is intended to comply with all relevant provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5) relating to changes in the ownership or effective control of a corporation and changes in the ownership of a substantial portion of the assets of a corporation.

(1) A "Change in Control Event" occurs on the date any of the following events occur:

(i) Any one person, or more than one person acting as a group ("Person"), acquires ownership of stock of a corporation that, together with stock previously held by such Person, raises the total ownership from less than 50 percent of the total fair market value or

total voting power of such corporation to more than 50 percent of such value or power.

(ii) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, ownership of 35 percent or more of the total voting power of the stock of a corporation, without regard to the stock owned by the Person before the commencement of the 12-month period.

(iii) A majority of the members of a corporation's board of directors is replaced in a 12-month period by directors who were not endorsed by a majority of the board prior to the election or appointment of each director.

(iv) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, assets from a corporation with a gross fair market value equal to or more than 40 percent of the total gross fair market value of all the assets of such corporation prior to such acquisition or acquisitions. Gross fair market value shall be determined without regard to any liabilities associated with the assets. However, this subparagraph
(iv) shall not apply to the transfer of assets: (1) to an entity that is controlled by the shareholders of such corporation immediately after the transfer; (2) to a shareholder of such corporation with respect to the shareholder's stock or in exchange for more stock; (3) to an entity of which such corporation owns 50 percent or more of the total value or voting power immediately after the transaction; (4) to a Person that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation immediately following the transaction; or (5) to an entity, at least 50 percent of the total value or voting power of which is owned immediately following the transaction, directly or indirectly, by a Person which owns directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation.

(2) If any Person controls a corporation under subparagraph 16 (f)(1)(i) or (ii), the acquisition of additional control by the same Person shall not cause a Change in Control.

(3) Persons will be considered to be acting as a group in accordance with the provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5)(vii)(C). For example, Persons will not be considered to be acting as a group solely because they purchase or own stock of a corporation at the same time, or as a result of the same public offering. However, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with a Service Recipient. Furthermore, if a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of

stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in each corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the merged corporation.

(4) The term "Service Recipient" includes all of the following: (i) the corporation for which the Employee performs services (relating to this Agreement) at the time of a Change in Control Event; (ii) any corporation liable to pay deferred compensation under this Agreement; (iii) any corporation which owns more than 50 percent of the total fair market value and total voting power of any corporation described in clause (i) or (ii); and (iv) any corporation in a chain of corporations in which each corporation owns more than 50 percent of the total fair market value and total voting power of another corporation in the chain ending in a corporation described in clause (i) or (ii).

17. Notices. Any notices to be given hereunder shall be in writing and may be transmitted by personal delivery or by U.S. mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the Employee at the address listed in the Employee's personnel file and to the Employer at its principal business office. A party may change the address for receipt of notices by written notice in accordance with this paragraph 17. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing.

18. Arbitration. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the Parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the Parties agree that a representative member, selected by the mutual agreement of the Parties, of the American Arbitration Association ("AAA"), shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the Parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the Parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the Parties.

19. Attorneys' Fees and Costs. In the event of litigation, arbitration or any other action or proceeding between the Parties to interpret or enforce this Agreement or any part thereof or otherwise arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its costs related to any such action or proceeding and its reasonable fees of attorneys, accountants and expert witnesses incurred by such party in connection with any such action or proceeding. The prevailing party shall be deemed to be the party which obtains substantially the relief sought by final resolution,

compromise or settlement, or as may otherwise be determined by order of a court of competent jurisdiction in the event of litigation, an award or decision of one or more arbitrators in the event of arbitration, or a decision of a comparable official in the event of any other action or proceeding. Every obligation to indemnify under this Agreement includes the obligation to pay reasonable fees of attorneys, accountants and expert witnesses incurred by the indemnified party in connection with matters subject to indemnification.

20. Entire Agreement. With the exception of the Parties' Deferred Compensation Plan, Salary Continuation Plan, 2000 Stock Option Plan, and Executive Incentive Plan, this Agreement supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the employment of the Employee by the Employer and contains all of the covenants and agreements between the Parties with respect to the employment of the Employee by the Employer. Each party to this Agreement acknowledges that no other representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not set forth herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party.

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

22. Waiver. The failure of either party to insist on strict compliance with any of the terms, provisions, covenants, or conditions of this Agreement by the other party shall not be deemed a waiver of any term, provision, covenant, or condition, individually or in the aggregate, unless such waiver is in writing, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.

23. Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

24. Interpretation. This Agreement shall be construed without regard to the party responsible for the preparation of the Agreement and shall be deemed to have been prepared jointly by the Parties. Any ambiguity or uncertainty existing in this Agreement shall not be interpreted against either party, but according to the application of other rules of contract interpretation, if an ambiguity or uncertainty exists.

25. Governing Law and Venue. The laws of the State of California, other than those laws denominated choice of law rules, shall govern the validity, construction and effect of this Agreement. Any action which in any way involves the rights, duties and obligations of the Parties hereunder shall be brought in the courts of the State of California and venue for any action or proceeding shall be in Sacramento County or in the United States District Court for the Eastern District of California, and the Parties hereby submit to the personal jurisdiction of said courts.

26. Payments Due Deceased Employee. If the Employee dies prior to the expiration of the term of his employment, any payments that may be due the Employee from the Employer under this Agreement as of the date of death shall be paid to the Employee's heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, or any other legal or personal representatives.

27. Assignment/Binding Effect. Except as specifically set forth in this Agreement, the Employee may not assign, delegate or otherwise transfer any of the Employee's rights, benefits, duties or obligations under this Agreement without the prior written consent of the Employer. This Agreement shall inure to the benefit of and be binding upon the Employer and its successors and assigns, and the Employee and the Employee's heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, and any other legal or personal representatives.

28. Effect of Termination on Certain Provisions. Upon the termination of this Agreement, the obligations of the Employer and the Employee hereunder shall cease except to the extent of the Employer's obligation to make payments, if any, to or for the benefit of the Employee following termination, and provided that paragraphs 1 (to the extent of waivers and releases therein), 5, 6, 7, 17, 18, 19, 20, 23, 24, 25, 26, and 27 shall remain in full force and effect.

29. Advice of Counsel and Advisors. The Employee acknowledges and agrees that he has read and understands the terms and provisions of this Agreement and prior to signing this Agreement, he has read and had the advice of counsel and/or such other advisors as he deemed appropriate in connection with his review and analysis of such terms and provisions of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written in the City of Sacramento, County of Sacramento, State of California.

EMPLOYER:                                   EMPLOYEE:

AMERICAN RIVER BANKSHARES

By:
    ------------------------------          ------------------------------------
    Charles D. Fite                         David T. Taber
    Chairman of the Board

EXHIBIT 99.4

EMPLOYMENT AGREEMENT

This Agreement is made and entered into on __________, 2006 by and between American River Bank, a California state chartered banking corporation (the "Employer") and Larry D. Standing (the "Employee") (collectively the "Parties") for the purposes set forth hereinafter (the "Agreement").

RECITALS

WHEREAS, the Employee is currently the President of a division of the Employer known as "Bank of Amador, a division of American River Bank" pursuant to an employment agreement between the Employer and the Employee dated December 3, 2004 (the "Prior Employment Agreement");

WHEREAS, it is the intention of the Parties to enter into a new employment agreement for the purposes of assuring the continued services of the Employee as the President of "Bank of Amador, a division of American River Bank" and revising the Parties agreement to comply with new federal regulations;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Employer and Employee agree as follows:

1. Term of Employment; Termination of Prior Employment Agreement and Waiver of Rights and Benefits and Release of Obligations Thereunder. Pursuant to this Agreement, the Employer employs the Employee and the Employee hereby accepts employment with the Employer, upon the terms and conditions hereinafter set forth. The term of this Agreement shall be a period of two (2) years from the date hereof. Upon the occurrence of the second annual anniversary of the date of this Agreement, and on each anniversary date thereafter, the term of this Agreement shall be deemed automatically extended for an additional one
(1) year term, subject to the termination provisions of paragraph 16.

The Employer and the Employee agree that the Prior Employment Agreement is hereby terminated effective as of the date of this Agreement and that this Agreement is intended by the Parties hereto to supersede in full and constitute a complete replacement for the Prior Employment Agreement and any rights and benefits thereunder. In furtherance thereof and notwithstanding any provision of this Agreement or the Prior Employment Agreement to the contrary, the Employee, for himself, and his heirs, beneficiaries, executors, administrators, trustees, and any other legal or personal representatives, agents, successors or permitted assignees or transferees, further expressly agrees to and does hereby waive and relinquish any and all rights and benefits under the Prior Employment Agreement and specifically releases the Employer and its affiliates and subsidiaries, from any obligations, duties and liabilities under the Prior Employment Agreement including any matters covered or contemplated by California Civil Code Section 1542 which reads as follows:

"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

2. Duties and Obligations of Employee. Employee shall serve as the President of the division of the Employer known as "Bank of Amador, a division of American River Bank" pursuant to this Agreement and shall perform the customary duties of each such office in the commercial banking industry as may from time to time be reasonably requested of him by the Chief Executive Officer or Board of Directors of the Employer including the following:

(a) Providing leadership in planning and implementing the conduct of the business and affairs of the Employer, subject to the direction of the Chief Executive Officer and Board of Directors of the Employer, and carrying out responsibilities of the position as outlined in any job description approved by the Board of Directors of the Employer;

(b) Participating in community affairs which are beneficial to the Employer;

(c) Maintaining a good relationship with the Board of Directors of the Employer, its management officers and shareholders;

(d) Maintaining a good relationship with regulatory agencies and governmental authorities having jurisdiction over the Employer and its parent holding company; and

(e) Acting as a member of the Board of Directors of the Employer and all committees thereof to which the Employee may be appointed or lected.

(a) The Employee shall devote his full business time, ability, and attention to the business of the Employer during the term of this Agreement and shall not during the term of this Agreement engage in any other business activities, duties, or pursuits whatsoever, or directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of the Board of Directors of the Employer. However, the expenditure of reasonable amounts of time for educational, charitable, or professional activities shall not be deemed a breach of this Agreement if those activities do not materially interfere with the services required of the Employee under this Agreement. Nothing in this Agreement shall be interpreted to prohibit the Employee from making passive personal investments. However, the Employee shall not directly or indirectly acquire, hold, or retain any interest in any business competing with or similar in nature to the business of Employer, except passive shareholder investments in other financial institutions and their respective affiliates which do not exceed five percent (5%) of the outstanding voting securities in the aggregate in any single financial institution and its affiliates on a consolidated basis.

(b) The Employee agrees to conduct himself at all times with due regard to public conventions and morals. The Employee further agrees not to do or commit any act that will reasonably tend to shock or offend the community, or to prejudice the Employer or the banking industry in general.

(c) The Employee hereby represents and agrees that the services to be performed under the terms of this Agreement are of a special, unique, unusual, extraordinary, and intellectual character that gives them a

peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. The Employee therefore expressly agrees that the Employer, in addition to any other rights or remedies that the Employer may possess, shall be entitled to injunctive and other equitable relief to prevent or remedy a breach of this Agreement by the Employee.

4. Noncompetition by the Employee. The Employee shall not, during the term of this Agreement, directly or indirectly, either as an employee, employer, consultant, agent, principal, stockholder, officer, director, or in any other individual or representative capacity, engage or participate in any competitive banking or financial services business without the prior written consent of the Employer.

(a) The Employee shall indemnify and hold the Employer harmless from all liability for loss, damage, or injury to persons or property resulting from the gross negligence or intentional misconduct of the Employee.

(b) To the extent permitted by law, the Employer shall indemnify the Employee if he was or is a party or is threatened to be made a party in any action brought by a third party against the Employee (whether or not the Employer is joined as a party defendant) against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with said action if the Employee acted in good faith and in a manner the Employee reasonably believed to be in the best interest of the Employer (and with respect to a criminal proceeding if the Employee had no reasonable cause to believe his conduct was unlawful), provided that the alleged conduct of the Employee arose out of and was within the course and scope of his employment as an officer or employee of the Employer.

6. Disclosure of Information. The Employee shall not, either before or after termination of this Agreement, without the prior written consent of the Board of Directors of Employer or except as required by law to comply with legal process including, without limitation, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, disclose to anyone any financial information, trade or business secrets, customer lists, computer software or other information not otherwise publicly available concerning the business or operations of the Employer, its parent holding company or any subsidiary thereof. The Employee further recognizes and acknowledges that any financial information concerning any customers of the Employer, its parent holding company and any subsidiary thereof as it may exist from time to time, is strictly confidential and is a valuable, special and unique asset of Employer's and its parent holding company's business. The Employee shall not, either before or after termination of this Agreement, without such consent or except as required by law, disclose to anyone said financial information or any part thereof, for any reason or purpose whatsoever. In the event the Employee is required by law to disclose such information described in this paragraph 6, the Employee will provide the Employer and its counsel with immediate notice of such request so that they may consider seeking a protective order. If, in the absence of a protective order or the receipt of a waiver hereunder, the Employee is nonetheless, in the written opinion of knowledgeable counsel, compelled to disclose any of such information to any tribunal or any other party or else stand liable for contempt or suffer other material censure or material penalty, then the Employee may disclose (on an "as needed" basis only) such information to such tribunal or other party without liability hereunder. The Employee agrees to execute such form of confidentiality agreement from time to time during the term of this Agreement as the Board of Directors of the Employer may require to be executed by officers of the Employer. Any conflict between this paragraph 6

and such confidentiality agreement shall be resolved in favor of the provisions of the confidentiality agreement.

7. Written, Printed or Electronic Material. All written, printed or electronic material, notebooks and records including, without limitation, computer disks used by the Employee in performing duties for the Employer, other than the Employee's personal notes and diaries, are and shall remain the sole property of the Employer. Upon termination of employment, the Employee shall promptly return all such material (including all copies, extracts and summaries thereof) to the Employer.

8. Surety Bond. The Employee agrees that he will furnish all information and take any other steps necessary from time to time to enable the Employer to obtain or maintain a fidelity or similar financial institution bond which includes the Employee within the coverages provided conditional on the rendering of a true account by the Employee of all monies, goods, or other property which may come into the custody, charge, or possession of the Employee during the term of his employment. The surety company issuing the bond and the amount of the bond must be acceptable to the Employer. All premiums on the bond shall be paid by the Employer. The Employer, or its successor, shall have no obligation to pay or provide severance payments or severance benefits to the Employee in accordance with paragraph 16 (d) or 16 (e), as applicable, of this Agreement in the event that the Employee's employment is terminated in connection with the Employee's failure to qualify for a surety bond at any time during the term of this Agreement and such failure to qualify results from an occurrence described in paragraph 16 (a) (5), (6), (7), (8), (9), (10) or (11, to the extent of an Employee breach).

9. Base Salary. In consideration for the services to be performed hereunder, the Employee shall receive a salary at the rate of One Hundred Fifty Thousand Dollars ($150,000) per annum, payable in installments during the term of this Agreement of approximately Six Thousand Two Hundred Fifty Dollars ($6,250) on the first and fifteenth days of each month, subject to applicable adjustments for withholding taxes, prorations for any partial employment period and such other applicable payroll procedures of the Employer. The Employee shall receive such annual adjustments in salary, if any, as may be determined by the Employer's Board of Directors, in its sole discretion, resulting from the Board of Directors annual review of the Employee's compensation each year during the term of this Agreement.

10. Salary Continuation During Disability. If the Employee for any reason (except as expressly provided below) becomes temporarily or permanently disabled so that he is unable to perform the duties under this Agreement, the Employer agrees to pay the Employee the base salary otherwise payable to Employee pursuant to paragraph 9 of this Agreement, reduced by the amounts received by the Employee from state disability insurance, or worker's compensation or other similar insurance benefits through policies provided by the Employer, for a period of six (6) months from the date of disability.

For purposes of this paragraph 10, "disability" shall be defined as provided in the Employer's disability insurance program. Notwithstanding anything herein to the contrary, the Employer shall have no obligation to make payments for a disability resulting from the deliberate, intentional actions of the Employee, such as, but not limited to, attempted suicide or chemical dependence of the Employee.

11. Incentive Compensation. The Employee shall be entitled to participate in the Executive Incentive Compensation Plan (the "Plan") sponsored by the Employer's parent holding company, and receive incentive compensation in

accordance with the Plan, subject to the right of the Board of Directors in its sole discretion to modify the terms and provisions of the Plan each year during the term of this Agreement in connection with its review of the Employee's performance and the Employer's results of operations. Under no circumstance shall a right to receive incentive compensation exist in favor of or accrue to or for the benefit of the Employee prior to actual receipt of a distribution, if any, under the Plan.

12. Stock Options/Employment Rights. The Employee has been previously granted stock options and may be granted additional stock options in the future in the discretion of the Board of Directors of the Employer's parent holding company. Any such stock option grant shall be evidenced by a stock option agreement in the form required by the applicable stock option plan. Notwithstanding any provision of such stock option plan or any such stock option agreement to the contrary, no rights of employment shall be conferred upon the Employee or result from any such stock option plan or any such stock option agreement. Any employment rights and corresponding duties of the Employee pursuant to his employment by the Employer shall be limited to and interpreted solely in accordance with the terms and provisions of this Agreement.

13. Other Benefits. The Employee shall be entitled to those employee benefits adopted by the Employer for all employees of the Employer, subject to applicable qualification requirements and regulatory approval requirements, if any. The Employee shall be further entitled to the following additional benefits which shall supplement or replace, to the extent duplicative of any part or all of the general employee benefits, the benefits otherwise provided to the Employee:

(a) Vacation. The Employee shall be entitled to four (4) weeks of annual vacation leave and six (6) days of personal absence at his then existing rate of base salary each year during the term of this Agreement. The Employee may be absent from his employment for vacation and personal absence as long as such leave is reasonable and does not jeopardize his responsibilities and duties specified in this Agreement. The length of vacation should not exceed two (2) weeks without the approval of the Employer's Board of Directors. The Employee shall take at least two (2) consecutive weeks of vacation each year during the term of this Agreement. Vacation time will accrue in accordance with the Employer's personnel policies.

(b) Automobile Allowance and Insurance. The Employer shall acquire or otherwise make available to the Employee for his business and incidental personal use an automobile, suitable to his position, and (i) maintain it in good condition and repair; and (ii) provide public liability insurance and property damage insurance policies with insurer(s) acceptable to the Employer and with coverages in such amounts as may be acceptable to the Employer from time to time.

(c) Insurance. The Employer shall provide during the term of this Agreement, group life, health (including medical, dental and hospitalization), accident and disability insurance coverage for the Employee and his dependents through a policy or policies provided by insurer(s) selected by the Employer in its sole discretion. Employer shall pay 70% of the cost of the benefits selected by the Employee.

14. Annual Physical Examination. The Employer shall provide insurance coverage for or pay or reimburse the Employee for the cost of an annual physical examination conducted by a California licensed physician selected by the Employee and reasonably acceptable to the Employer.

15. Business Expenses. The Employee shall be reimbursed for all ordinary and necessary expenses incurred by the Employee in connection with his employment. The Employee shall also be reimbursed for reasonable expenses

incurred in activities associated with promoting the business of the Employer, including expenses for entertainment, travel, conventions, educational programs, and similar items, and with the prior approval of the Employer's Executive Committee, expenses for club memberships. The Employer will pay for or will reimburse the Employee for such expenses upon presentation by the Employee from time to time of receipts or other appropriate evidence of such expenditures.

(a) Automatic Termination. This Agreement shall terminate automatically without further act of the Parties and immediately upon the occurrence of any one of the following events, subject to either party's right, without any obligation whatsoever, to waive an event reasonably susceptible of waiver, and the obligation of the Employer to pay the amounts which would otherwise be payable to the Employee under this Agreement through the end of the month in which the event occurs, except that only in the event of termination based upon subparagraphs (1), (4) or (11, to the extent of Employer's breach) below shall the Employee be entitled to receive severance payments and severance benefits based upon automatic termination pursuant to paragraph 16 (d) of this Agreement:

(1) The occurrence of circumstances that make it impossible or impractical for the Employer to conduct or continue its business.

(2) The death of the Employee.

(3) The loss by the Employee of legal capacity.

(4) The loss by the Employer of legal capacity to contract.

(5) The willful, intentional and material breach of duty by the Employee in the course of his employment.

(6) The habitual and continued neglect by the Employee of his employment duties and obligations under this Agreement.

(7) The Employee's willful and intentional violation of any State of California or federal banking or securities laws, or of the Bylaws, rules, policies or resolutions of the Employer or its parent holding company and their respective subsidiaries, or the rules or regulations of the Board of Governors of the Federal Reserve System, California Department of Financial Institutions, or the Federal Deposit Insurance Corporation, or other regulatory agency or governmental authority having jurisdiction over the Employer, or its parent holding company.

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

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

(10) The Employee discloses without authority any secret or confidential information concerning the Employer, its parent holding company or their respective subsidiaries or takes any action which the Employer's Board of Directors determines, in its sole discretion and subject to good faith, fair dealing and reasonableness, constitutes unfair competition with or induces any customer to breach any contract with the Employer, its parent holding company or their respective subsidiaries.

(11) Either party materially breaches the terms or provisions of this Agreement.

(b) Termination by Employer. The Employer may, at its election and in its sole discretion, terminate this Agreement for any reason, or for no reason, by giving not less than thirty (30) days' prior written notice of termination to the Employee, without prejudice to any other remedy to which the Employer may be entitled either at law, in equity or under this Agreement. Upon such termination, unless otherwise agreed in writing between the Employer and the Employee, the Employee shall immediately cease performing and discharging the duties and responsibilities of his position and remove himself and his personal belongings from the Employer's premises. All rights and obligations accruing to the Employee under this Agreement shall cease at such termination, except that such termination shall not prejudice the Employee's rights regarding employment benefits which shall have accrued prior to such termination, including the right to receive the severance pay specified in paragraph 16 (d) below, and any other remedy which the Employee may have at law, in equity or under this Agreement, which remedy accrued prior to such termination.

(c) Termination by Employee. This Agreement may be terminated by the Employee for any reason, or no reason, by giving not less than thirty (30) days' prior written notice of termination to the Employer. Upon such termination, all rights and obligations accruing to the Employee under this Agreement shall cease, except that such termination shall not prejudice the Employee's rights regarding employment benefits which shall have accrued prior to such termination and any other remedy which the Employee may have at law, in equity or under this Agreement, which remedy accrued prior to such termination.

(d) Severance Pay - Termination by Employer. In the event of termination by the Employer pursuant to paragraph 16 (b) or automatic termination based upon paragraph 16 (a) (1), (4) or (11, to the extent of the Employer's breach) of this Agreement, the Employee shall be entitled to receive severance pay at the Employee's rate of base salary immediately preceding such termination in an amount equal to six (6) months of the Employee's annual base salary, less applicable withholding deductions (in addition to salary, incentive compensation, or other payments, if any, due the Employee). Such severance pay shall be paid to the Employee in lump sum no sooner than six (6) months and no later than nine (9) months following such termination.

Notwithstanding the foregoing, in the event of a "Change in Control" as defined in paragraph 16 (f) below, the Employee shall not be entitled to the severance pay pursuant to this paragraph 16 (d) and any rights of the Employee to severance pay shall be limited to such rights as are specified in paragraph 16 (e) below.

The Employee acknowledges and agrees that severance pay pursuant to this paragraph 16 (d) is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and the sole and exclusive remedy for the Employee terminated at the will of the Employer pursuant to paragraph 16 (b) or pursuant to certain provisions of paragraph 16
(a) described herein.

(e) Severance Pay - Change in Control. If, during the active service of the Employee with the Employer and within a period of two (2) years following consummation of a Change in Control, as defined in subsection
(f) of this Section 16, (i) the Employee's employment is terminated; or (ii) without the Employee's consent there occurs (A) any adverse change in the nature and scope of the Employee's salary or benefits, or (B) any event which reasonably constitutes a constructive termination (by resignation or otherwise) of the Employee's employment, then the Employee shall be entitled to receive severance pay at the Employee's rate of base salary immediately preceding such termination in an amount equal to eighteen (18) months of the Employee's annual base salary, less applicable withholding deductions (in addition to salary, incentive compensation, or other payments, if any, due the Employee). Such severance pay shall be paid to the Employee in lump sum within no sooner than six (6) months and no later than nine (9) months following such termination.

The Employee acknowledges and agrees that severance pay pursuant to this paragraph 16 (e) is in lieu of all damages, payments and liabilities on account of the events described above for which such severance pay may be due the Employee under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Employee and the Employer, and any successors or assigns thereof or any "person" as defined herein.

Notwithstanding the foregoing, the Employee shall not be entitled to receive severance payments pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (6),
(7), (8), (9), (10) or (11, to the extent of an Employee breach), or in the event the Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above.

If all or any portion of the amounts payable to the Employee under this Agreement, either alone or together with other payments which the Employee has the right to receive hereunder, constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), that are subject to the excise tax imposed by
Section 4999 of the Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary, after first applying any similar reduction in payments to be received from any other plan or program sponsored by the Employer from which the Employee has a right to receive payments subject to Sections 280G and 4999 of the Code including, without limitation, any Salary Continuation Agreement made between the Employer and the Employee, so as to cause a reduction of any excise tax pursuant to Section 4999 of the Code to equal zero.

(f) To constitute a "Change in Control" as to the Employee, a "Change in Control Event" described in subparagraph (1) of this paragraph 16 (f) must relate to a corporation that is a "Service Recipient" as defined in subparagraph (4) of this paragraph. The term "Change in Control" as defined in this paragraph 16 (f) is intended to comply with all relevant provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5) relating to changes in the ownership or effective control of a corporation and changes in the ownership of a substantial portion of the assets of a corporation.

(1) A "Change in Control Event" occurs on the date any of the following events occur:

(i) Any one person, or more than one person acting as a group ("Person"), acquires ownership of stock of a corporation that, together with stock previously held by such Person, raises the total ownership from less than 50 percent of the total fair market value or

total voting power of such corporation to more than 50 percent of such value or power.

(ii) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, ownership of 35 percent or more of the total voting power of the stock of a corporation, without regard to the stock owned by the Person before the commencement of the 12-month period.

(iii) A majority of the members of a corporation's board of directors is replaced in a 12-month period by directors who were not endorsed by a majority of the board prior to the election or appointment of each director.

(iv) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, assets from a corporation with a gross fair market value equal to or more than 40 percent of the total gross fair market value of all the assets of such corporation prior to such acquisition or acquisitions. Gross fair market value shall be determined without regard to any liabilities associated with the assets. However, this subparagraph
(iv) shall not apply to the transfer of assets: (1) to an entity that is controlled by the shareholders of such corporation immediately after the transfer; (2) to a shareholder of such corporation with respect to the shareholder's stock or in exchange for more stock; (3) to an entity of which such corporation owns 50 percent or more of the total value or voting power immediately after the transaction; (4) to a Person that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation immediately following the transaction; or (5) to an entity, at least 50 percent of the total value or voting power of which is owned immediately following the transaction, directly or indirectly, by a Person which owns directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation.

(2) If any Person controls a corporation under subparagraph 16 (f)(1)(i) or (ii), the acquisition of additional control by the same Person shall not cause a Change in Control.

(3) Persons will be considered to be acting as a group in accordance with the provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5)(vii)(C). For example, Persons will not be considered to be acting as a group solely because they purchase or own stock of a corporation at the same time, or as a result of the same public offering. However, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of

stock, or similar business transaction with a Service Recipient. Furthermore, if a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in each corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the merged corporation.

(4) The term "Service Recipient" includes all of the following: (i) the corporation for which the Employee performs services (relating to this Agreement) at the time of a Change in Control Event; (ii) any corporation liable to pay deferred compensation under this Agreement; (iii) any corporation which owns more than 50 percent of the total fair market value and total voting power of any corporation described in clause (i) or (ii); and (iv) any corporation in a chain of corporations in which each corporation owns more than 50 percent of the total fair market value and total voting power of another corporation in the chain ending in a corporation described in clause (i) or (ii).

17. Notices. Any notices to be given hereunder shall be in writing and may be transmitted by personal delivery or by U.S. mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the Employee at the address listed in the Employee's personnel file and to the Employer at its principal business office. A party may change the address for receipt of notices by written notice in accordance with this paragraph 17. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing.

18. Arbitration. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the Parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the Parties agree that a representative member, selected by the mutual agreement of the Parties, of the American Arbitration Association ("AAA"), shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the Parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the Parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the Parties.

19. Attorneys' Fees and Costs. In the event of litigation, arbitration or any other action or proceeding between the Parties to interpret or enforce this Agreement or any part thereof or otherwise arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its costs related to any such action or proceeding and its reasonable fees of attorneys, accountants and expert witnesses incurred by such party in connection with any such action or proceeding. The prevailing party shall be deemed to be the party which obtains substantially the relief sought by final resolution,

compromise or settlement, or as may otherwise be determined by order of a court of competent jurisdiction in the event of litigation, an award or decision of one or more arbitrators in the event of arbitration, or a decision of a comparable official in the event of any other action or proceeding. Every obligation to indemnify under this Agreement includes the obligation to pay reasonable fees of attorneys, accountants and expert witnesses incurred by the indemnified party in connection with matters subject to indemnification.

20. Entire Agreement. With the exception of the Parties' Deferred Compensation Plan, Salary Continuation Plan, 2000 Stock Option Plan, and Executive Incentive Plan, this Agreement supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the employment of the Employee by the Employer and contains all of the covenants and agreements between the Parties with respect to the employment of the Employee by the Employer. Each party to this Agreement acknowledges that no other representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not set forth herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party.

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

22. Waiver. The failure of either party to insist on strict compliance with any of the terms, provisions, covenants, or conditions of this Agreement by the other party shall not be deemed a waiver of any term, provision, covenant, or condition, individually or in the aggregate, unless such waiver is in writing, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.

23. Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

24. Interpretation. This Agreement shall be construed without regard to the party responsible for the preparation of the Agreement and shall be deemed to have been prepared jointly by the Parties. Any ambiguity or uncertainty existing in this Agreement shall not be interpreted against either party, but according to the application of other rules of contract interpretation, if an ambiguity or uncertainty exists.

25. Governing Law and Venue. The laws of the State of California, other than those laws denominated choice of law rules, shall govern the validity, construction and effect of this Agreement. Any action which in any way involves the rights, duties and obligations of the Parties hereunder which is not otherwise resolved by arbitration pursuant to paragraph 18 hereof, shall be brought in the courts of the State of California and venue for any action or proceeding shall be in Sacramento County or in the United States District Court for the Eastern District of California, and the Parties hereby submit to the personal jurisdiction of said courts.

26. Payments Due Deceased Employee. If the Employee dies prior to the expiration of the term of his employment, any payments that may be due the Employee from the Employer under this Agreement as of the date of death shall be paid to the Employee's heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, or any other legal or personal representatives.

27. Assignment/Binding Effect. Except as specifically set forth in this Agreement, the Employee may not assign, delegate or otherwise transfer any of the Employee's rights, benefits, duties or obligations under this Agreement without the prior written consent of the Employer. This Agreement shall inure to the benefit of and be binding upon the Employer and its successors and assigns, and the Employee and the Employee's heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, and any other legal or personal representatives.

30. Effect of Termination on Certain Provisions. Upon the termination of this Agreement, the obligations of the Employer and the Employee hereunder shall cease except to the extent of the Employer's obligation to make payments, if any, to or for the benefit of the Employee following termination, and provided that paragraphs 1 (to the extent of waivers and releases therein), 5, 6, 7, 17, 18, 19, 20, 23, 24, 25, 26, and 27 shall remain in full force and effect.

31. Advice of Counsel and Advisors. The Employee acknowledges and agrees that he has read and understands the terms and provisions of this Agreement and prior to signing this Agreement, he has read and had the advice of counsel and/or such other advisors as he deemed appropriate in connection with his review and analysis of such terms and provisions of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written in the City of Sacramento, County of Sacramento, State of California.

EMPLOYER:                                   EMPLOYEE:

AMERICAN RIVER BANK


By:
    ------------------------------          ------------------------------------
    Charles D. Fite                         Larry D. Standing

EXHIBIT 99.5

BANK OF AMADOR, A DIVISION OF AMERICAN RIVER BANK
SALARY CONTINUATION AGREEMENT (Restated)

THIS SALARY CONTINUATION AGREEMENT (this "Agreement") is made and entered into this ____ day of __________, 2006, by and between Bank of Amador, a division of American River Bank with its main office in Jackson, California (the "Bank"), and Larry D. Standing, President and Chief Executive Officer of the Bank (the "Executive"). American River Bank is a California-chartered bank with its main office in Sacramento, California. This Agreement is a restatement of the Agreement entered into between Bank of Amador and later assumed by Bank of Amador, a division of American River Bank and the Executive on April 1, 2004 and is intended to be modified as necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").

WHEREAS, the Bank is a division of American River Bank and American River Bank is a wholly-owned subsidiary of American River Bankshares, a California corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended, ("AMRB");

WHEREAS, the Executive has contributed substantially to the success of the Bank, and the Bank desires that the Executive continue in its employ,

WHEREAS, to encourage the Executive to remain an employee of the Bank, the Bank is willing to provide salary continuation benefits to the Executive, payable out of the Bank's general assets,

WHEREAS, none of the conditions or events included in the definition of the term "golden parachute payment" that is set forth in section 18(k)(4)(A)(ii) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)] and in Federal Deposit Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)
(1)(ii)] exists or, to the best knowledge of the Bank, is contemplated insofar as the Bank is concerned, and

WHEREAS, the parties hereto intend that this Agreement shall be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive, and to be considered a non-qualified benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Executive is fully advised of the Bank's financial status.

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which art hereby acknowledged, the parties hereto agree as follows.

ARTICLE 1
DEFINITIONS

Whenever used in this Agreement, the following terms shall have the meanings specified.

1.1 "Accrual Balance" means the liability that should be accrued by the Bank under generally accepted accounting principles ("GAAP") for the Bank's obligation to the Executive under this Agreement, by applying Accounting Principles Board Opinion No. 12, as amended by Statement of Financial Accounting Standards No. 106, and the calculation method and discount rate specified hereinafter. The Accrual Balance shall be calculated assuming a level principal amount and interest as the discount rate is accrued each period. The principal accrual is determined such that when it is credited with interest each month, the Accrual Balance at Normal Retirement Age equals the present value of the normal retirement benefits. The discount rate means the rate used by the Plan Administrator for determining the Accrual Balance. The rate in based on the yield on a 20-year corporate bond rated Aa by Moody's, rounded to the nearest 3%. The initial discount rate is 6.00%. In its sole discretion, the Plan

Administrator may adjust the discount rate to maintain the rate within reasonable standards according to GAAP.

1.2 "Beneficiary" means each designated person, or the estate of the deceased Executive, entitled to benefits, if any, upon the death of the Executive, determined according to Article 4.

1.3 "Beneficiary Designation Form" means the form established from time to time by the Plan Administrator that the Executive completes, signs, and returns to the Plan Administrator to designate one or more Beneficiaries.

1.4 "Change in Control" means, with respect to the Executive, the occurrence of a "Change in Control Event" described in Section 1.4.1 with respect to a corporation that is a "Service Recipient" as defined in Section
1.4.4. The term "Change in Control" as defined in this Section 1.4 is intended to comply with all relevant provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5) relating to changes in the ownership or effective control of a corporation and changes in the ownership of a substantial portion of the assets of a corporation.

1.4.1 A "Change in Control Event" occurs on the date any of the following events occur:

(a) Any one person, or more than one person acting as a group ("Person"), acquires ownership of stock of a corporation that, together with stock previously held by such Person, raises the total ownership from less than 50 percent of the total fair market value or total voting power of such corporation to more than 50 percent of such value or power.

(b) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, ownership of 35 percent or more of the total voting power of the stock of a corporation, without regard to the stock owned by the Person before the commencement of the 12-month period.

(c) A majority of the members of a corporation's board of directors is replaced in a 12-month period by directors who were not endorsed by a majority of the board prior to the election or appointment of each director.

(d) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, assets from a corporation with a gross fair market value equal to or more than 40 percent of the total gross fair market value of all the assets of such corporation prior to such acquisition or acquisitions. Gross fair market value shall be determined without regard to any liabilities associated with the assets. However, this subsection
(d) shall not apply to the transfer of assets: (i) to an entity that is controlled by the shareholders of such corporation immediately after the transfer; (ii) to a shareholder of such corporation with respect to the shareholder's stock or in exchange for more stock; (iii) to an entity of which such corporation owns 50 percent or more of the total value or voting power immediately after the transaction; (iv) to a Person that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation immediately following the transaction; or (v) to an entity, at least 50 percent of the total value or voting power of which is owned immediately following the transaction, directly or indirectly, by a Person which owns directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation.

1.4.2 If any Person controls a corporation under paragraph (a) or
(b) of Section 1.4.1, the acquisition of additional control by the same Person shall not cause a Change in Control.

1.4.3 Persons will be considered to be acting as a group in accordance with the provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5)(vii)(C). For example, Persons will not be considered to be acting as a group solely because they purchase or own stock of a corporation at the same time, or as a result of the same public offering. However, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with a Service Recipient. Furthermore, if a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in each corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the merged corporation.

1.4.4 The term "Service Recipient" includes all of the following:
(i) the corporation for which the Executive performs services (relating to the compensation deferred under this Agreement) at the time of a Change in Control Event; (ii) any corporation liable to pay deferred compensation under this Agreement; (iii) any corporation which owns more than 50 percent of the total fair market value and total voting power of any corporation described in clause
(i) or (ii); and (iv) any corporation in a chain of corporations in which each corporation owns more than 50 percent of the total fair market value and total voting power of another corporation in the chain ending in a corporation described in clause (i) or (ii).

1.5 "Disability" shall have the meaning given such term in any policy of disability insurance maintained by the Bank for the benefit of employees including the Executive; provided that the Executive must, by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least 12 months (i) be unable to engage in any substantial gainful activity or (ii) receive income replacement benefits for a period of at least three months under an accident and health plan covering other employees of the Bank.

1.6 "Effective Date" means April 1, 2004.

1.7 "Good Reason" shall have the same meaning specified in any employment or severance agreement existing on the date hereof or catered into after the date of this Agreement by the Executive and the Bank. If the term "Good Reason" is not defined in an employment agreement or severance agreement, it means:

(a) a material reduction in Executive's title or responsibilities,

(b) a reduction in base salary as in effect on the date of a Change in Control.

(c) relocation of the Bank's principal executive offices, or requiring the Executive to change his principal work location, to any location that is more than 15 miles from the location of the Bank's principal executive offices on the date of this Agreement,

(d) the failure by the Bank to continue to provide the Executive with compensation and benefits substantially similar to those provided to him under any of the employee benefit plans in which the Executive becomes a participant, or the taking of any action by the Bank that would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by him at the time of the Change in Control, or

(e) the failure of the Bank to obtain a satisfactory agreement from any successor or assign of the Bank to assume and agree to perform this Agreement, as contemplated in Section 7.5 hereof.

1.8 "Normal Retirement Age" means age 65.

1.9 "Normal Retirement Date" means the later of the Normal Retirement Age and Termination of Employment with the Bank.

1.10 "Person" means an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or other entity.

1.11 "Plan Administrator" means the plan administrator described in Article 8.

1.12 "Plan Year" means the calendar year ending on December 31.

1.13 "Termination for Cause" means the definition of termination for cause specified in any severance or employment agreement existing on the date hereof or hereafter entered into between the Executive and the Bank. If the Executive is not a party to a severance or employment agreement containing a definition of termination for cause, Termination for Cause means the Bank has terminated the Executive's employment for any of the following reasons:

(a) gross negligence or gross neglect of duties,

(b) fraud, disloyalty or willful violation of any law or significant Bank policy committed in the course of the Executive's employment and resulting in an adverse effect on the Bank. No act or failure to act on the Executive's part shall be considered "willful" unless the Executive acts without good faith, or without good faith fails to act, and the Executive's action or inaction is without a reasonable belief that his action or inaction is in the Bank's best interests.

1.14 "Termination of Employment" means the Executive ceases to be employed by the Bank for any reason whatsoever, excepting a leave of absence approved by the Bank. For purposes of this Agreement, if there is a dispute over the employment status of the Executive or the date of termination of the Executive's employment, the Bank shall have the sole and absolute right to decide the dispute, unless a Change in Control shall have occurred within 12 months before termination of employment.

ARTICLE 2
LIFETIME BENEFITS

2.1 Normal Retirement Benefit. Upon the Executive's Termination of Employment on or after the Normal Retirement Age for reasons other than death, the Bank shall pay to the Executive the benefit described in this Section 2.1 instead of any other benefit under this Agreement.

2.1.1 Amount of Benefit. The annual benefit under this
Section 2.1 is $32,000.

2.1.2 Payment of Benefits. Beginning with the month after the Executive's Normal Retirement Date, the Bank shall pay the annual benefit under Section 2.1 of this Agreement to the Executive in 12 equal monthly installments on the first day of each month. The annual benefit shall be paid to the Executive for 10 years.

2.2 Disability Benefit. If the Executive terminates employment because of Disability before the Normal Retirement Age, the Bank shall pay to the Executive the benefit described in this Section 2.2 instead of any other benefit under this Agreement.

2.2.1 Amount of Benefit. The annual benefit under this
Section 2.2 is the Disability annual benefit amount set forth in Schedule A for the Plan Year ending immediately before the date on which termination of the Executive's employment occurs.

2.2.2 Payment of Benefit. Beginning with the month after the month in which Termination of Employment because of Disability occurs, the Bank shall pay the Disability annual benefit amount to the Executive in 12 equal monthly installments on the first day of each month. The annual benefit shall be paid to the Executive for 10 years.

2.3 Change-in-Control Benefit. If the Executive's employment with the Bank terminates involuntarily within 12 months after a Change in Control or if the Executive terminates employment voluntarily for Good Reason within 12 months after a Change in Control, the Bank shall pay to the Executive the benefit described in this Section 2.3 instead of any other benefit under this Agreement. However, no benefits shall be payable under this Agreement if termination occurs under Article 5 of this Agreement.

2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the lesser of (a) the Normal Retirement Age Accrual Balance required by Section 2.1 and (b) the amount that is one dollar less than the maximum amount that may be paid to the Executive under this Agreement without causing the Executive's total change-in-control benefits, whether payable under this Agreement or otherwise, to exceed the Internal Revenue Code parachute payment limitations under sections 280G and 4999 of the Internal Revenue Code. The Executive understands and agrees that, under this Section 2.3, the Executive's change-in-control benefit may be reduced in part or in whole as necessary to avoid denial of the Bank's compensation deduction as a result of application of section 280G of the Internal Revenue Code. All determinations made by the Bank of the parachute payment limitations, the Executive's aggregate change-in-control benefits, and the amount owing to the Executive under this Section 2.3 shall be final and binding on the Executive.

2.3.2 Payment of Benefit: The Bank shall pay the Change-in-Control benefit under Section 2.3 of this Agreement to the Executive in a single lump sum no sooner than six (6) months and no later than nine (9) months days following the occurrence of any event described in Section 2.3.

2.4 Petition for Payment of Normal Retirement Benefit or Disability Benefit. If the Executive is entitled to the Disability benefit provided by Section 2.2, or if the Executive is entitled to the normal retirement benefit provided by Section 2.1 and the Executive shall have reached the Normal Retirement Date, the Executive may petition the board of directors to have the Accrual Balance amount corresponding to that particular benefit paid to the Executive in a single lump sum. The board of directors shall have sole and absolute discretion about whether to pay the remaining Accrual Balance in a lump sum. If payment of the remaining Accrual Balance is paid in a single lump sum, the Bank shall have no further obligations under this Agreement.

2.5 Change-in-Control Payout of Normal Retirement Benefit or Disability Benefit Being Paid to the Executive at the Time of a Change in Control. If a Change in Control occurs at any time during the entire salary continuation benefit payment period and if at the time of that Change in Control the Executive is receiving the benefit provided by Section 2.1.2 or Section 2.2.2, the Bank shall pay the remaining salary continuation benefits to the Executive in a single lump sum within 30 days after the Change in Control, unless the Change in Control occurs within six (6) months of the Termination of Employment, in such case the Executive must wait until the expiration of six (6) months after Termination of Employment to receive such lump sum payment. The lump-sum payment due to the Executive as a result of a Change in Control shall be an amount equal to the Accrual Balance amount corresponding to that particular benefit then being paid.

ARTICLE 3
DEATH BENEFITS

After the Executive's death, whether before or after Termination of Employment, the Bank shall pay to the Executive's Beneficiary the benefit described in the Endorsement Split Dollar Agreement attached to this Agreement as Addendum A instead of any other benefit payable under this Agreement, in accordance with the terms and conditions of the Endorsement Split Dollar Agreement.

ARTICLE 4
BENEFICIARIES

4.1 Beneficiary Designations. The Executive shall have the right to designate at any time a Beneficiary to receive any benefits payable under this Agreement upon the death of the Executive. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designation under any other benefit plan of the Bank in which the Executive participates.

4.2 Beneficiary Designation: Change. The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or its designated agent. The Executive's Beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive shall have the right to change a Beneficiary by completing, signing, and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator's rules and procedures, as in effect from firm to time. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator before the Executive's death.

4.3 Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted, and acknowledged in writing by the Plan Administrator or its designated agent.

4.4 No Beneficiary Designation. If the Executive dies without a valid beneficiary designation, or if all designated Beneficiaries predecease the Executive, then the Executive's spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, the benefits shall be made to the personal representative of the Executive's estate.

4.5 Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Bank may pay such benefit to the guardian, legal representative, or person having the care or custody of the minor, incapacitated person, or incapable person. The Bank may require proof of incapacity, minority, or guardianship as it may deem appropriate before distribution of the benefit. Distribution shall completely discharge the Bank from all liability for the benefit.

ARTICLE 5
GENERAL LIMITATIONS

5.1 Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not pay any benefit under this Agreement and this Agreement shall terminate if Termination of Employment (a) is a result of Termination for Cause, or (b) occurs before Normal Retirement Age (excepting Termination of Employment because of Disability or within 12 months after a Change in Control). Likewise, the Bank shall not pay any benefits under the Endorsement Split Dollar Agreement attached to this Agreement as Addendum A, and the Endorsement Split Dollar Agreement also shall terminate, if Termination of Employment (a) is a result of Termination for Cause, or (b) occurs before Normal Retirement Age (excepting Termination of Employment because of Disability or within 12 months after a Change in Control).

5.2 Suicide or Misstatement. The Bank shall not pay any benefit under this Agreement if the Executive commits suicide within one year after the date of this Agreement. In addition, the Bank shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on any application or resume provided to the Bank, or on any application for any benefits provided by the Bank to the Executive.

5.3 Removal. If the Executive is removed from office or permanently prohibited from participating in the Bank's affairs by an order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order.

5.4 Default. Notwithstanding any provision of this Agreement to the contrary, if the Bank is in "default" or "in danger of default," as those terms are defined in section 3(x) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(x), all obligations under this Agreement shall terminate.

5.5 FDIC Open-Bank Assistance. All obligations under this Agreement shall terminate, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, when the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Federal Deposit Insurance Act section 13(c). 12 U.S.C. 1823(c). Rights of the parties that have already vested shall not be affected by such action, however.

ARTICLE 6
CLAIMS AND REVIEW PROCEDURES

6.1 Claims Procedure. A person or beneficiary ("claimant") who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows:

6.1.1 Initiation: Written Claim. The claimant initiates a claim by submitting to the Bank a written claim for the benefits.

6.1.2 Timing of Bank Response. The Bank shall respond to such claimant within 90 days after receiving the claim. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expects to render its decision.

6.1.3 Notice of Decision. If the Bank denies part or all of the claim, the Bank shall notify the claimant or writing of such denial. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

6.1.3.1  The specific reasons for the denial,

6.1.3.2  A reference to the specific provisions of
         the Agreement on which the denial is based,

6.1.3.3  A description of any additional information
         or material necessary for the claimant to
         perfect the claim and an explanation of why
         it is needed,

6.1.3.4  An explanation of the Agreement's review
         procedures and the time limits applicable to
         such procedures, and

6.1.3.5  A statement of the claimant's right to bring
         a civil action under ERISA section 502(a)
         following an adverse benefit determination
         on review.

6.2 Review Procedure. If the Bank denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Bank of the denial, as follows:

6.2.1 Initiation: Written Request. To initiate the review, the claimant, within 60 days after receiving the Bank's notice of denial, must file with the Bank a written request for review.

6.2.2 Additional Submissions: Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Bank shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits.

6.2.3 Considerations on Review. In considering the review, the Bank shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

6.2.4 Timing of Bank Response. The Bank shall respond in writing to such claimant within 60 days after receiving the request for review. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expects to render its decision.

6.2.5 Notice of Decision. The Bank shall notify the claimant in writing of its decision on review. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall act forth:

6.2.5.1  The specific reason for the denial,

6.2.5.2  A reference to the specific provisions of
         the Agreement on which the denial is based,

6.2.5.3  A statement that the claimant is entitled to
         receive, upon request and free of charge,
         reasonable access to, and copies of, all
         documents, records and other information
         relevant (as defined in applicable ERISA
         regulations) to the claimant's claim for
         benefits, and

6.2.5.4  A statement of the claimant's right to bring
         a civil action under ERISA section 502(a).

         ARTICLE 7
       MISCELLANEOUS

7.1 Amendments and Termination. Subject to Section 7.13 of this Agreement (a) this Agreement may be amended solely by a written agreement signed by the Bank and by the Executive, and (b) except for termination occurring under Article 5, this Agreement may be terminated solely by a written agreement signed by the Bank and by the Executive.

7.2 Binding Effect. This Agreement shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, successors, administrators, and transferees.

7.3 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Bank, nor does it interfere with the Bank's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.

7.4 Non-Transferability. Benefits under this Agreement cannot be mold, transferred, assigned, pledged, attached, or encumbered in any manner.

7.5 Successors; Binding Agreement. By an assumption agreement in form and substance satisfactory to the Executive, the Bank shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Bank to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform this Agreement if no such succession had occurred. The Bank's failure to obtain such an assumption agreement before the succession becomes effective shall be considered a breach of this Agreement and shall entitle the Executive to the Change-in-Control benefit specified in Section 2.4

7.6 Tax Withholding. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

7.7 Applicable Law. Except to the extent preempted by the laws of the United States of America, the validity, interpretation, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the principles of conflict of laws of such state.

7.8 Unfunded Arrangement. The Executive and the Executive's Beneficiary are general unsecured creditors of the Bank for the payment of benefits under this Agreement. The benefits represent the mere promise by the Bank to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive's life is a general asset of the Bank to which the Executive and Beneficiary have no preferred or secured claim.

7.9 Entire Agreement. This Agreement and the Endorsement Split Dollar Agreement attached hereto as Addendum A constitute the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by this Agreement other than those specifically set forth herein.

7.10 Severability. If for any reason any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held invalid, and to the full extent consistent with law each such other provision shall continue in full force and effect. If any provision of this Agreement is held invalid in part, such invalidity shall not affect the remainder of such provision not held invalid, and to the full extent consistent with law the remainder of such provision, together with all other provisions of this Agreement, shall continue in full force and effect.

7.11 Headings. The captions and headings of sections herein are included solely for convenience of reference and shall not affect the meaning of interpretation of any provision of this Agreement.

7.12 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following addresses or to such other address as either party may designate by like notice.

(a) If to the Bank to: Board of Directors Bank of Amador, a division of American River Bank, c/o American River Bank 1545 River Park Drive, Suite 107 Sacramento, CA 95815

If to the Executive, to:

Larry D. Standing
P.O. Box 506
Jackson, California 95642

and to such other or additional person or persons as either party shall have designated to the other party in writing by like notice.

7.13 Termination or Modification of Agreement Because of Changes in Law. Rules or Regulations. The Bank is entering into this Agreement on the assumption that certain existing tax laws, rules, and regulations will continue in effect in their current form. If that assumption materially changes and the change has a material detrimental effect on this Agreement, then the Bank reserves the right to terminate or modify this Agreement accordingly, subject to the written consent of the Executive, which shall not be unreasonably withheld. This Section 7.13 shall become null and void if a Change in Control occurs.

7.14 Arbitration. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Bank in its sole and absolute discretion, shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the parties.

7.15 Attorneys' Fees and Costs. In the event of litigation, arbitration or any other action or proceeding between the parties to interpret or enforce this Agreement or any part thereof or otherwise arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its costs related to any such action or proceeding and its reasonable fees of attorneys, accountants and expert witnesses incurred by such party in connection with any such action or proceeding. The prevailing party shall be deemed to be the party which obtains substantially the relief sought by final resolution, compromise or settlement, or as may otherwise be determined by order of a court of competent jurisdiction in the event of litigation, an award or decision of one or more arbitrators in the event of arbitration, or a decision of a comparable official in the event of any other action or proceeding. Any obligation to indemnify under this Agreement includes the obligation to pay reasonable fees of attorneys, accountants and expert witnesses incurred by the indemnified party in connection with matters subject to indemnification.

ARTICLE 8
ADMINISTRATION OF AGREEMENT

8.1 Plan Administrator Duties. This Agreement shall be administered by a Plan Administrator consisting of the board or such committee or person(s) as the board shall appoint. The Executive may be a member of the Plan Administrator. The Plan Administrator shall also have the discretion and authority to (a) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Agreement and (b) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with the Agreement.

8.2 Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel, who may be counsel to the Bank.

8.3 Binding Effect of Decisions. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation, and application of the Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Agreement. No Executive or Beneficiary shall be deemed to have any right vested or nonvested, regarding the continued use of any previously adopted assumptions, including but not limited to the discount rate and calculation method described in Section 1.1.

8.4 Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses, or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

8.5 Bank Information. To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the retirement, Disability, death, or Termination of Employment of the Executive and such other pertinent information as the Plan Administrator may reasonably require.

IN WITNESS WHEREOF, the Executive and a duly authorized Bank director have executed this Salary Continuation Agreement as of the date first written above.

THE EXECUTIVE:                               THE BANK:
                                             BANK OF AMADOR, A DIVISION OF
                                             AMERICAN RIVER BANK


----------------------------------           -----------------------------------
Larry D. Standing                            By:
                                             Charles D. Fite
                                             Chairman of the Board

Primary:      Gareth Abel Standing

Contingent:   Lawrence Dale Standing, II
              Gareth Abel Standing, Trustees
              UA DTD. Dec. 21, 1999 "The Standing 1999 Revocable Trust"

Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new written designation with the Bank. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature:

Larry D. Standing

                          --        ----



-----------------------------
By:
Charles D. Fite
Chairman of the Board

                                       69

                                                 Schedule A
                                               Bank Of Amador

                                                                                           Early              Disability
                                                                                        Termination            Benefit
         Plan Year      Executive's                       Early                        Annual Benefit        Payable/year
         Ending           Age at          Accrual       Termination        Vested        Payable @              After
Plan     December       Plan Year         Balance         Vesting          Accrual       Normal             Termination of
Year       31st            End            @ 6%(1)       Schedule (2)       Balance       Retirement         Employment(3)
----     --------       ---------         -------       ------------       -------       ----------         -------------
 1         2004             61             41,794              0%                0            0                 5,357
 2         2005             62            100,176              0%                0            0                 5,357
 3         2006             63            162,061              0%                0            0                12,840
 4         2007             64            227,660              0%                0            0                20,773
 5         2008 (4)         65            243,092             N/A          243,092          N/A                29,181
 6         2009             66            210,136             N/A          210,136          N/A                   N/A
 7         2010             67            189,709             N/A          189,709          N/A                   N/A
 8         2011             68            168,056             N/A          168,056          N/A                   N/A
 9         2012             69            145,105             N/A          145,105          N/A                   N/A
10         2013             70            120,776             N/A          120,776          N/A                   N/A
11         2014             71             94,988             N/A           94,988          N/A                   N/A
12         2015             72             67,652             N/A           67,652          N/A                   N/A
13         2016             73             38,676             N/A           38,676          N/A                   N/A
14         2017             74              7,962             N/A            7,962          N/A                   N/A
15         2018             75                  0             N/A                0          N/A                   N/A

NOTES:
1 Accrual balance reflects payments at the beginning of each month after retirement.
2 Participant is not vested till the normal retirement age.
3 Disability benefit is calculated as an annual payment stream of the accrual balance that exists at the end of the year preceding the year in which Termination of Employment because of Disability occurs, using a standard discount rate (6.00%).
4 The projected retirement occurs on 03/23/2008, with the first normal monthly retirement benefit commencing on 04/01/2008. The accrual balance at the end of 03/23/2008 will be $243,092.

ADDENDUM A
BANK OF AMADOR
ENDORSEMENT SPLIT DOLLAR AGREEMENT

This ENDORSEMENT SPLIT DOLLAR AGREEMENT (this "Split Dollar Agreement") is entered into as of this 1st day of April, 2004, by and between Bank of Amador, a California-chartered bank with its main office in Jackson, California (the "Bank") and Larry D. Standing, President and Chief Executive Officer of the Bank (the "Executive").

To encourage the Executive to remain an employee of the Bank, the Bank is willing to divide the death proceeds of a life insurance policy on the Executive's life. The Bank will pay life insurance premium from its general assets.

ARTICLE 1
GENERAL DEFINITIONS

Capitalized terms not otherwise defined in this Split Dollar Agreement are used herein as defined in the Salary Continuation Agreement of even date herewith. The following terms shall have the meanings specified.

1.1 "Administrator" means the administrator described in Article 8.

1.2 "Executive's Interest" means the benefit set forth in Section 2.2.

1.3 "Insured" means the Executive.

1.4 "Insurer" means each life insurance carrier in which there is a Split Dollar Policy Endorsement attached to this Agreement.

1.5 "Net Death Proceeds" means the total death proceeds of the Policy minus the cash surrender value.

1.6 "Policy" means the specific life insurance policy or policies issued by the Insurer(s).

1.7 "Split Dollar Policy Endorsement" means the form required by the Administrator or the Insurer to indicate the Executive's interest, if any, in a Policy on such Executive's life.

ARTICLE 2
POLICY OWNERSHIP INTERESTS

2.1 Bank Ownership. The Bank is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Bank shall be the beneficiary of any death proceeds remaining after the Executive's Interest has been paid under Section 2.2 of this Split Dollar Agreement.

2.2 Executive's Interest. The Executive shall have the right to designate the Beneficiary of death proceeds in an amount equal to the amount set forth in Exhibit A that corresponds to the age of the Insured at the time of the Insured's death, or one hundred percent (100%) of the Net Death Proceeds, whichever amount is less. The Executive shall also have the right to elect and change settlement options specified in the Policy that may be permitted.

2.3 Option to Purchase. The Bank shall not sell, surrender or transfer ownership of the Policy while this Split Dollar Agreement is in effect without first giving the Executive or the Executive's transferee a right of first refusal to purchase the Policy for the Policy's interpolated terminal reserve value (as determined by the Insurer). The right of first refusal to purchase the Policy must be exercised within 60 days from the date the Bank gives written notice of the Bank's intention to sell, surrender or transfer ownership of the Policy. This provision shall not impair the right of the Bank to terminate this Split Dollar Agreement.

2.4 Comparable Coverage. Upon execution of this Agreement, the Bank shall maintain the Policy in full force and effect, and the Bank shall not amend, terminate or otherwise abrogate the Executive's interest in the Policy unless the Bank (a) replaces the Policy with a comparable insurance policy to cover the benefit provided under this Split Dollar Agreement and (b) executes a new Split Dollar Agreement and Endorsement for the comparable insurance policy. The Policy or any comparable policy shall be subject to the claims of the Bank's creditors.

ARTICLE 3
PREMIUMS

3.1 Premium Payment. The Bank shall pay any premiums due on the Policy.

3.2 Imputed Income. The Bank shall impute income to the Executive in an amount equal to (a) the current term rate for the Executive's age, multiplied by (b) the net death benefit payable to the Executive's Beneficiary under this Split Dollar Agreement. The "current term rate" is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

ARTICLE 4
ASSIGNMENT

The Executive may assign without consideration all interests in the Policy and in this Split Dollar Agreement to any person, entity or trust. If the Executive transfers all of the Executive's interest in the Policy, then all of the Executive's interest in the Policy and in the Split Dollar Agreement shall be vested in the Executive's transferee, who shall be substituted as a party hereunder, and the Executive shall have no further interest in the Policy or in this Split Dollar Agreement.

ARTICLE 5
INSURER

The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Split Dollar Agreement.

ARTICLE 6
CLAIMS PROCEDURE

6.1 Claims Procedure. A person or beneficiary ("claimant") who has not received benefits under this Split Dollar Agreement that he or she believes should be paid shall make a claim for such benefits as follows:

6.1.1 Initiation: Written Claim. The claimant initiates a claim by submitting to the Bank a Written claim for the benefits.

6.1.2 Timing of Bank Response. The Bank shall respond to such claimant within 90 days after receiving the claim. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expects to render its decision.

6.1.3 Notice of Decision. If the Bank denies part or all of the claim, the Bank shall notify the claimant in writing of such denial. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

6.1.3.1  The specific reasons for the denial,

6.1.3.2  A reference to the specific provisions of
         the agreement on which the denial is based,

6.1.3.3  A description of any additional information
         or material necessary for the claimant to
         perfect the claim and an explanation of why
         it is needed,

6.1.3.4  An explanation of the agreement's review
         procedures and the time limits applicable to
         such procedures, and

6.1.3.5  A statement of the claimant's right to bring
         a civil action under ERISA section 502(a)
         following an adverse benefit determination
         on review.

6.2 Review Procedure. If the Bank denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Bank of the denial, as follows:

6.2.1 Initiation: Written Request. To initiate the review, the claimant, within 60 days after receiving the Bank's notice of denial, must file with the Bank a written request for review.

6.2.2 Additional Submissions. Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Bank shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits.

6.2.3 Considerations on Review. In considering the review, the Bank shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

6.2.4 Timing of Bank Response. The Bank shall respond in writing to such claimant within 60 days after receiving the request for review. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must act forth the social circumstances and the date by which the Bank expects to render its decision.

6.2.5 Notice of Decision. The Bank shall notify the claimant in writing of its decision on review. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

6.2.5.1  The specific reason for the denial,

6.2.5.2  A reference to the specific provisions of
         the agreement on which the denial is based,

6.2.5.3  A statement that the claimant is entitled to
         receive, upon request and free of charge,
         reasonable access to, and copies of, all
         documents, records and other information
         relevant (as defined in applicable ERISA
         regulations) to the claimant's claim for
         benefits, and

6.2.5.4  A statement of the claimant's right to bring
         a civil action under ERISA section 502(a).

         ARTICLE 7
       MISCELLANEOUS

7.1 Amendment. This Split Dollar Agreement may be amended solely by a writing signed by the Bank and by the Insured.

7.2 Termination of Agreement. This Split Dollar Agreement shall terminate upon the occurrence of any one of the following:

(a) The Insured is discharged from employment as a result of a Termination for Cause, or

(b) Surrender, lapse, or other termination of the Policy by the Bank or

(c) Distribution of the death benefit proceeds in accordance with Section 2.2 above, or

(d) Termination of Employment of the Insured before the Normal Retirement Age, unless Termination of Employment is the result of Disability or unless Termination of Employment occurs involuntarily within 12 months after a Change in Control or voluntarily but for Good Reason within 12 months after a Change in Control.

7.3 Binding Effect. This Split Dollar Agreement shall bind the Executive and the Bank and their beneficiaries, survivors, executors, administrations and transferees, and any Policy beneficiary.

7.4 No Guarantee of Employment. This Split Dollar Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Bank, nor does it interfere with the Bank's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.

7.5 Successors; Binding Agreement. By an assumption agreement in form and substance satisfactory to the Executive, the Bank shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Bank to

expressly assume and agree to perform this Split Dollar Agreement in the same manner and to the same extent that the Bank would be required to perform this Split Dollar Agreement if no succession had occurred.

7.6 Applicable Law. The Split Dollar Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of California.

7.7 Entire Agreement. This Split Dollar Agreement and the Salary Continuation Agreement constitute the entire agreement between the Bank and the Executive concerning the subject matter hereof. No rights are granted to the Executive by this Split Dollar Agreement other than those specifically set forth herein.

7.8 Severability. If for any reason any provision of this Split Dollar Agreement is held invalid, such invalidity shall not affect any other provision of this Split Dollar Agreement not held invalid, and each such other provision shall continue in full force and effect to the full extent consistent with law. If any provision of this Split Dollar Agreement is held invalid in part, such invalidity shall not affect the remainder of such provision not held invalid, and the remainder of such provision, together with all other provisions of this Split Dollar Agreement, shall continue in full force and effect to the full extent consistent with law.

7.9 Headings. The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Split Dollar Agreement.

7.10 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid (a) to Bank of Amador at P.O. Box 908, 422 Sutter Street, Jackson, California 95642, Attention: Board of Directors, (b) to the Executive at Bank of Amador, P.O. Box 908, 422 Sutter Street, Jackson, California 95642, or (c) or to such other address as either party may designate by like notice.

ARTICLE 8
ADMINISTRATION OF AGREEMENT

8.1 Administrator Duties. This Split Dollar Agreement shall be administered by an Administrator, which shall consist of the board or such committee as the board shall appoint. The Executive may be a member of the Administrator. The Administrator shall also have the discretion and authority to
(a) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Split Dollar Agreement and (b) decide or resolve any and all questions, including interpretations of this Split Dollar Agreement, as may arise in connection with this Split Dollar Agreement.

8.2 Agents. In the administration of this Split Dollar Agreement, the Administrator may employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel, who may be counsel to the Bank.

8.3 Binding Effect of Decisions. The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation, and application of this Split Dollar Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Split Dollar Agreement.

8.4 Indemnity of Administrator. The Bank shall indemnify and hold harmless the members of the Administrator against any and all claims, losses, damages, expenses, or liabilities arising from any action or failure to act with respect to this Split Dollar Agreement, except in the case of willful misconduct by the Administrator or any of its members.

8.5 Information. To enable the Administrator to perform its functions, the Bank shall supply full and timely information to the Administrator on all matters relating to the date and circumstances of the retirement, death, or Termination of Employment of the Executive and such other pertinent information as the Administrator may reasonably require.

IN WITNESS WHEREOF, the Bank and the Executive have executed this Endorsement Split Dollar Agreement as of the date first written above.

THE EXECUTIVE:                                    THE BANK:
                                                  BANK OF AMADOR


/s/ LARRY D. STANDING                             By: /s/ GERRY NINNIS
--------------------------                            --------------------------
Larry D. Standing                                 Its: Vice Chairman

ENDORSEMENT
BANK OF AMADOR
ENDORSEMENT SPLIT DOLLAR AGREEMENT

Insured: Larry D. Standing Insurer:
Policy No.

Pursuant to the terms of the Bank of Amador Endorsement Split Dollar Agreement dated as of April 1, 2004, the undersigned Owner requests that the above-referenced policy issued by the Insurer provide for the following beneficiary designation and limited contract ownership rights to the Insured:

1. Upon the death of the Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, to the extent of its interest in the policy. It is hereby provided that the Insurer may rely solely upon a statement from the Owner as to the amount of proceeds it is entitled to receive under this paragraph.

2. Any proceeds at the death of the Insured in excess of the amount paid under the provisions of the preceding paragraph shall be paid in one sum to:

The exclusive right to change the beneficiary for the proceeds payable under this paragraph, to elect any optional method of settlement for the proceeds paid under this paragraph which are available under the terms of the policy and to assign all rights and interests granted under this paragraph are hereby granted to the Insured. The sole signature of the Insured shall be sufficient to exercise said rights. The Owner retains all contract rights not granted to the Insured under this paragraph.

3. It is agreed by the undersigned that this designation and limited assignment of rights shall be subject in all respects to the contractual terms of the policy.

4. Any payment directed by the Owner under this endorsement shall be a full discharge of the Insurer, and such discharge shall be binding on all parties claiming any interest under the policy.

The undersigned for the Owner is signing in a representative capacity and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at Jackson, California, this 14th day of June 2004.

INSURED:                                            OWNER:

                                                    Bank of Amador

/s/ LARRY D. STANDING                               By: /s/ GERRY NINNIS
---------------------------                             ------------------------
Larry D. Standing                                   Its: Vice Chairman

                    Age of Insured at the           Amount of Death
End of Year             time of death                  Benefits
-----------             -------------                  --------

   2004                      61                    $       243,092

   2005                      62                    $       243,092

   2006                      63                    $       243,092

   2007                      64                    $       243,092

   2008                      65                    $       243,092

   2009                      66                    $       210,136

   2010                      67                    $       189,709

   2011                      68                    $       168,036

   2012                      69                    $       145,105

   2013                      70                    $       120,776

   2014                      71                    $        94,988

   2015                      72                    $        67,652

   2016                      73                    $        38,676

   2017                      74                    $         7,962

   2018                      75                    $             0

EXHIBIT 99.6

Bank of Amador, A division OF AMERICAN RIVER BANK
SECOND AMENDED AND RESTATED

DIRECTOR RETIREMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED DIRECTOR RETIREMENT AGREEMENT is made and entered into this ____ day of __________, 2006, by and between Bank of Amador, a division of American River Bank with its main office in Jackson, California (the "Bank"), and Larry D. Standing (the "Director"). American River Bank is a California-chartered bank with its main office in Sacramento, California. This Agreement is a restatement of the Agreement entered into between Bank of Amador and later assumed by Bank of Amador, a division of American River Bank and the Director on August 1, 2003 and is intended to be modified as necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").

WHEREAS, the Bank is a division of American River Bank and American River Bank is a wholly-owned subsidiary of American River Bankshares, a California corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended, ("AMRB");

WHEREAS, to encourage the Director to remain a member of the Bank's Board of Directors, the Bank is willing to provide retirement benefits to the Director, and the Bank will pay such benefits from its general assets,

NOW, THEREFORE, in consideration of the foregoing premises, the services to be performed in the future, as well as the mutual promises and covenants contained herein, the Director and the Bank agree as follows.

AGREEMENT

Article 1
Definitions

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1 "Accrual Balance" means the amount required to be accrued by the Bank according to generally accepted accounting principles to account for benefits that may become payable to the Director under this Agreement and as specified in Schedule 1 attached hereto.

1.2 "Affiliate" means any entity, corporation or other business organization controlled by, controlling or under common control with the Bank.

1.3 "Change in Control" means, with respect to the Executive, the occurrence of a "Change in Control Event" described in Section 1.3.1 with respect to a corporation that is a "Service Recipient" as defined in Section
1.3.4. The term "Change in Control" as defined in this Section 1.3 is intended to comply with all relevant provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5) relating to changes in the ownership or effective control of a corporation and changes in the ownership of a substantial portion of the assets of a corporation.

1.3.1 A "Change in Control Event" occurs on the date any of the following events occur:

(a) Any one person, or more than one person acting as a group ("Person"), acquires ownership of stock of a corporation that, together with stock previously held by such Person, raises the total ownership from less than 50 percent of the total fair market value or total voting power of such corporation to more than 50 percent of such value or power.

(b) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, ownership of 35 percent or more of the total voting power of the stock of a corporation, without regard to the stock owned by the Person before the commencement of the 12-month period.

(c) A majority of the members of a corporation's board of directors is replaced in a 12-month period by directors who were not endorsed by a majority of the board prior to the election or appointment of each director.

(d) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, assets from a corporation with a gross fair market value equal to or more than 40 percent of the total gross fair market value of all the assets of such corporation prior to such acquisition or acquisitions. Gross fair market value shall be determined without regard to any liabilities associated with the assets. However, this subsection
(d) shall not apply to the transfer of assets: (i) to an entity that is controlled by the shareholders of such corporation immediately after the transfer; (ii) to a shareholder of such corporation with respect to the shareholder's stock or in exchange for more stock; (iii) to an entity of which such corporation owns 50 percent or more of the total value or voting power immediately after the transaction; (iv) to a Person that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation immediately following the transaction; or (v) to an entity, at least 50 percent of the total value or voting power of which is owned immediately following the transaction, directly or indirectly, by a Person which owns directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation.

1.3.2 If any Person controls a corporation under paragraph (a) or
(b) of Section 1.3.1, the acquisition of additional control by the same Person shall not cause a Change in Control.

1.3.3 Persons will be considered to be acting as a group in accordance with the provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5)(vii)(C). For example, Persons will not be considered to be acting

as a group solely because they purchase or own stock of a corporation at the same time, or as a result of the same public offering. However, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with a Service Recipient. Furthermore, if a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in each corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the merged corporation.

1.3.4 The term "Service Recipient" includes all of the following:
(i) the corporation for which the Executive performs services (relating to the compensation deferred under this Agreement) at the time of a Change in Control Event; (ii) any corporation liable to pay deferred compensation under this Agreement; (iii) any corporation which owns more than 50 percent of the total fair market value and total voting power of any corporation described in clause
(i) or (ii); and (iv) any corporation in a chain of corporations in which each corporation owns more than 50 percent of the total fair market value and total voting power of another corporation in the chain ending in a corporation described in clause (i) or (ii).

1.4 "Disability" means that the Director suffers a sickness, accident or injury that has been determined to be a permanent disability by the carrier of any Bank-sponsored individual or group disability insurance policy covering the Director. If the Director is not covered by such a policy, Disability means suffering a sickness, accident or injury that (a) has been determined by the Social Security Administration to be a disability rendering the Director totally and permanently disabled, or (b) in the judgment of a physician satisfactory to the Bank, prevents the Director from performing substantially all of the Director's normal duties for the Bank. As a condition to receiving any Disability benefits, the Bank may require the Director to submit to physical or mental evaluations and tests, as the Bank's Board of Directors deems appropriate. The Director must submit proof to the Bank of the carrier's or the Social Security Administration's determination upon the request of the Bank.

1.5 "Early Termination" means involuntary Termination of Service before reaching Normal Retirement Age. Early Termination does not include voluntary Termination of Service, Termination of Service as a result of death or Disability, or Termination of Service for Cause.

1.6 "Normal Retirement Age" means the Director's 65th birthday.

1.7 "Plan Year" means a year period beginning on the effective date of the original Agreement and ending on each respective anniversary of such date.

1.8 "Termination of Service for Cause" means the definition of termination for cause specified in any employment agreement existing on the date hereof or hereafter entered into between the Director and the Bank. If the Director is not a party to an employment agreement containing a definition of termination for cause, then Termination of Service for Cause means the Bank has terminated the Director's services for any of the following reasons, as determined by the Bank's Board of Directors:

(a) an intentional or willful act of fraud, embezzlement, theft, disloyalty or personal dishonesty in connection with the Director's duties or in the performance of services to the Bank, or gross negligence on the part of the Director in the performance of services to the Bank;

(b) intentional or willful wrongful damage to property of the Bank or any of its Affiliates;

(c) intentional or wrongful disclosure of trade secrets or confidential information of the Bank or any of its Affiliates; or

(d) conviction under any law or violation of Bank policy committed in connection with the Director's service and resulting in an adverse effect on the Bank.

1.9 "Termination of Service" means that the Director ceases to be a member of the Bank's Board of Directors for any reason, other than Termination of Service for Cause. For purposes of this Agreement, if there is a dispute over the service status of the Director or the date of the Director's Termination of Service, the Bank shall have the sole and absolute right to decide the dispute.

Article 2 Retirement Benefits

2.1 Normal Retirement Benefit. Subject to the general limitations under Article 4 hereof, upon Termination of Service on or after Normal Retirement Age, the Bank shall pay to the Director the benefit described in this Article 2.1 instead of any other benefit under this Article 2.

(a) Amount of Benefit. The annual benefit under this Article 2.1 is eighteen thousand dollars ($18,000).

(b) Payment of Benefit. The Bank shall pay this annual benefit to the Director in twelve (12) equal monthly installments beginning on the last day of the month after the month in which Termination of Service occurs. The benefit shall be paid to the Director on the last day of each month for one hundred twenty
(120) months.

2.2 Early Termination Benefit. Subject to the general limitations under Article 4 hereof, upon Early Termination, the Bank shall pay to the Director the benefit described in this Article 2.2 instead of any other benefit under this Article 2.

(a) Amount of Benefit. The benefit under this Article 2.2 shall be the Accrual Balance for the last full month of the Director's service ending immediately before the date on which Early Termination occurred. For every year except the first Plan Year, the benefit under this Article 2.2 is determined by vesting the

Director in one hundred percent (100%) of the Accrual Balance for the last full month of the Director's service ending immediately before the date on which Early Termination occurs.

(b) Payment of Benefit. The Bank shall pay this benefit to the Director in one hundred twenty (120) equal monthly installments beginning on the last day of the month after the month in which Termination of Service occurs.

2.3 Disability Benefit. Subject to the general limitations under Article 4 hereof, upon Termination of Service due to Disability before his or her Normal Retirement Age, the Bank shall pay to the Director the benefit described in this Article 2.3 instead of any other benefit under this Article 2.

(a) Amount of Benefit. The benefit under this Article 2.3 shall be the Accrual Balance for the last full month of the Director's service ending immediately before the date on which Termination of Service due to Disability occurred (except during the first Plan Year, when the benefit shall be the Accrual Balance at the end of Plan Year 1). For every year except the first Plan Year, the benefit under this Article 2.3 is determined by vesting the Director in one hundred percent (100%) of the Accrual Balance for the last full month of the Director's service ending immediately before the date on which Termination of Service due to Disability occurs.

(b) Payment of Benefit. The Bank shall pay this benefit to the Director in one hundred twenty (120) equal monthly installments beginning on the last day of the month after the month in which Termination of Service occurs.

(c) If the benefit under this Article 2.3 would cause a reduction or set-off of any other Bank-sponsored disability plan benefits, the benefits under this Agreement shall be deferred until all other Bank-sponsored disability plan benefits are exhausted.

2.4 Change in Control Benefit. Upon a Change in Control, if the Director's Normal Retirement Age or Termination of Service for any reason has not occurred, the Bank shall pay to the Director the benefit described in this Article 2.4 instead of any other benefit under this Article 2, regardless of whether the Director's Termination of Service occurs after the Change in Control.

(a) Amount of Benefit. The benefit under this Article 2.4 shall be determined by vesting the Director in one hundred percent (100%) of the Accrual Balance for the Director's Normal Retirement Benefit at Normal Retirement Age as set forth under Article 2.1. The vesting of this Accrual Balance shall be accelerated immediately upon a Change in Control.

(b) Payment of Benefit. The Bank shall pay the amount of the Accrual Balance to the Director in a single lump sum no sooner than six (6) months and no later than nine (9) months days following the occurrence of any event described in Section.

(c) No "Parachute Payments." Notwithstanding any provision of this Article 2.4, no payment shall be made pursuant to this Agreement to the Director if he or she constitutes a "disqualified individual," as defined under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent that such payment, when aggregated with all other payments considered for purposes of calculating a "parachute payment," results in an "excess parachute payment" under the Code. If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreement and/or any other payment by the Bank to or for the benefit of the Director at any time constitutes a "parachute payment" under Section 280G of the Code or any similar or successor provision of federal or state law, the Director agrees that he or she shall return the amounts constituting the "excess parachute payment."

2.5 Payout of Normal Retirement Benefit, Early Termination Benefit or Disability Benefit after a Change in Control. If a Change in Control occurs at any time during a benefit payment period under this Agreement, and if at the time of that Change in Control, the Director is receiving the Normal Retirement Age benefit provided by Article 2.1, the Early Termination benefit provided by Article 2.2, or the Disability benefit provided by Article 2.3, the Bank shall pay to the Director in a lump sum within thirty (30) days after the Change in Control, the Accrual Balance corresponding to the respective benefit for the last full month ending immediately before the effective date of the Change in Control after deduction of any Normal Retirement Age, Early Termination or Disability benefits already paid, unless the Change in Control occurs within six
(6) months of the Termination of Service, in such case the Director must wait until the expiration of six (6) months after Termination of Service to receive such lump sum payment.. If the remaining Accrual Balance is paid in a single lump sum, the Bank shall have no further obligations under this Agreement.

2.6 Petition for Lump Sum Payment. If the Director is entitled to the Normal Retirement Age benefit provided by Article 2.1, the Early Termination benefit provided by Article 2.2 or the Disability benefit provided by Article 2.3, the Director may petition the Board of Directors to have the Accrual Balance corresponding to that particular benefit paid to the Director in a single lump sum after the deduction of any Early Termination or Disability amounts already paid. The Board of Directors shall have sole and absolute discretion about whether to pay the Accrual Balance in a lump sum. If the Accrual Balance is paid in a single lump sum, the Bank shall have no further obligations under this Agreement.

Article 3 Death Benefits

3.1 Death Benefits. For so long as the Bank, in its sole discretion, maintains a life insurance policy on the Director, after the Director's death the Bank shall pay to the Director's beneficiary(ies) or estate the benefit described in the Split Dollar Agreement and Split Dollar Endorsement, attached to this Agreement as Exhibit A, between the Bank and the Director, in accordance with the terms and conditions of the Split Dollar Agreement and Split Dollar Endorsement. If any other benefit payments are being made pursuant to this Agreement at the time of the Director's death, they shall cease immediately, and the Director shall be entitled only to the benefits described in this Article 3.

3.2 Beneficiary Designations. With regard to the death benefits under this Article 3, the Director shall designate a beneficiary by filing a written beneficiary designation, in the form of Exhibit B, with the Bank. The Director may revoke or modify the designation at any time by filing a new designation. However, designations will be effective if and only if signed by the Director and received by the Bank during the Director's lifetime. The Director's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director or if the Director names a spouse as beneficiary, and the marriage is subsequently dissolved. If the Director dies without a valid beneficiary designation, the Director's estate shall be the beneficiary.

3.3 Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated or to a person incapable of handling the disposition of his or her property, the Bank may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incapacitated person or incapable person. The Bank may require proof of incapacity, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Bank from all liability with respect to such benefit.

Article 4 General Limitations

4.1 Termination of Service for Cause. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not pay any benefit under this Agreement if the Director's actions result in Termination of Service for Cause.

4.2 Confidential Information. The Director acknowledges that during the course of his or her services with the Bank, he or she handled confidential information of the Bank and its Affiliates. The Director agrees he or she will retain in the strictest confidence all confidential matters that relate to the Bank or its Affiliates, including, without limitation, pricing lists, business plans, financial projections and reports, business strategies, internal operating procedures and other confidential business information from which the Bank derives an economic or competitive advantage or from which the Bank might derive such advantage in its business, whether or not labeled "secret" or "confidential," and not to disclose such information directly or indirectly or use such information in any way, at any time, except as required by law.

4.3 Trade Secrets. The Director shall not disclose to any others or take or use for the Director's own purposes or purposes of any others at any time, any of the Bank's trade secrets, including without limitation, confidential information; customer lists; information concerning current or any future and proposed work, services or products; the fact that any such work, services or products are planned, under consideration, or in production, as well as any description thereof; computer programs; or computer software. The Director agrees that these restrictions shall also apply to (a) trade secrets belonging to third parties in the Bank's possession, and (b) trade secrets conceived, originated, discovered or developed by the Director during the term of his or her service.

4.4 Inventions; Ownership Rights. The Director agrees that all ideas, techniques, inventions, systems, formulas, discoveries, technical information, programs, prototypes and similar developments ("Developments") developed, created, discovered, made, written or obtained by him or her in the course of or as a result, directly or indirectly, of performance of his or her service to the Bank, and all related intellectual property, including copyrights, patent rights, trade secrets and other forms of protection thereof, shall be and remain the property of the Bank. The Director agrees to execute or cause to be executed such assignments and applications, registrations and other documents and to take such other action as may be requested by the Bank to enable the Bank to protect its rights to any such Developments.

4.5 No Disparagement. The parties agree to treat each other respectfully and professionally and not disparage the other party (or the other party's officers, directors, employees, shareholders and agents) in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that both the Director and the Bank will respond accurately and fully to any question, inquiry or request for information when required by legal process.

4.6 Non-Interference; No Solicitation. The Director agrees not to interfere with any of the Bank's contractual obligations with others. Furthermore, the Director agrees that during the longer of (i) the period while he or she is receiving any benefit payments pursuant to this Agreement, or (ii) a period of two (2) years after the date of Termination of Service or Termination of Service for Cause, not to, without the Bank's express written consent, on his or her behalf or on behalf of another: (a) contact or solicit the business of any client, customer, creditor or licensee of the Bank or its Affiliates, or (b) hire employees of the Bank or its Affiliates.

4.7 Return of Materials. After Termination of Service or Termination of Service for Cause, the Director agrees to deliver or return to the Bank all written confidential information furnished by the Bank or its Affiliates or prepared by the Director in connection with his or her services to the Bank and to destroy all such information stored on electronic media. The Director shall retain no copies thereof after his or her Termination of Service or Termination of Service for Cause.

4.8 Remedies and Injunctive Relief. Without intending to limit the remedies available to the Bank, the Director agrees that damages at law are an insufficient remedy for violation by the Director of his or her covenants

contained this Article 4. Accordingly, the Director hereby agrees that the Bank may apply for and is entitled to injunctive relief in any court of competent jurisdiction to restrain the breach or threatened breach of, or otherwise to specifically enforce, any of his or her covenants contained in this Article 4, in each case without proof of actual damages, in addition to any other remedies that may be available under applicable law. The Director hereby waives the claim or defense that an adequate remedy at law is available to the Bank, and the Director agrees not to urge in any action or proceeding the claim or defense that an adequate remedy at law exists. Without limiting the generality of the foregoing, without limiting the remedies available to the Bank for violation of this Agreement, and without constituting an election of remedies, if the Director violates any of the terms of this Article 4 prior to or during the period when any benefits under this Agreement are being paid, he or she shall forfeit immediately any rights to and interest in any compensation or benefits payable under this Agreement, and the Bank may seek repayment of any benefits already paid to the Director.

4.9 Suicide or Misstatement. The Bank shall not pay any benefit under this Agreement if it is determined that the Director has committed suicide. In addition, the Bank shall not pay any benefit under this Agreement if the Director has made any material omission or misstatement of fact on any application, resume or on any application for any benefits provided to the Bank.

4.10 Removal. If the Director is removed from service and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order.

4.11 Insolvency. If the Commissioner of the California Department of Financial Institutions appoints the Federal Deposit Insurance Corporation as receiver for the Bank, all obligations under this Agreement shall terminate as of the date of the Bank's declared insolvency.

4.12 Default. If the Bank is in default as defined in the Federal Deposit Insurance Act, all obligations under this Agreement shall terminate as of the date of default.

4.13 FDIC Open-Bank Assistance. All obligations under this Agreement will be terminated, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the Bank, by the Director of the Office of Thrift Supervision or his or her designee, at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank.

Article 5 Claims and Review Procedures

5.1 Claims Procedure. The Bank shall notify any person or entity that makes a claim for benefits under this Agreement (the "Claimant") in writing, within ninety (90) days of Claimant's written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Bank determines that the Claimant is not eligible for benefits or full

benefits, the notice shall set forth (a) the specific reasons for such denial,
(b) a specific reference to the provisions of the Agreement on which the denial is based, (c) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (d) an explanation of the Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Bank determines that there are special circumstances requiring additional time to make a decision, the Bank shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety (90) days.

5.2 Review Procedure. If the Claimant is determined by the Bank not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Bank by filing a petition for review with the Bank within sixty (60) days after receipt of the notice issued by the Bank. Said petition shall state the specific reasons that the Claimant believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Bank of the petition, the Bank shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Bank verbally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Bank shall notify the Claimant of its decision in writing within the sixty (60) day period, stating specifically the basis of its decision, written in a manner to be understood by the Claimant and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty (60) day period is not sufficient, the decision may be deferred for up to another sixty (60) days at the election of the Bank, but notice of this deferral shall be given to the Claimant.

Article 6 Miscellaneous

6.1 Binding Effect. This Agreement shall bind the Director and the Bank, and their beneficiaries, survivors, executors, successors, administrators and transferees.

6.2 No Guarantee of Service. This Agreement is not a contract for services. It does not give the Director the right to remain a Director of the Bank, nor does the Agreement interfere with the rights of the Bank's stockholder(s) not to re-elect the Director or the right of stockholder(s) or the Board of Directors to remove or to not nominate an individual as a director of the Bank. The Agreement also does not require the Director to remain a director nor interfere with the Director's right to terminate services at any time.

6.3 Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner, except by will or the laws of descent and distribution, except that the Director shall have the right to assign his or her rights and interests in any insurance policy that the Bank chooses to maintain on his or her life with respect only to that portion of the death proceeds designated by the Split Dollar Endorsement and to exercise all settlement options with respect to such death proceeds.

6.4 Successors; Binding Agreement. The Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Bank, by an assumption agreement in form and substance satisfactory to the Director, to expressly assume and agree to perform the obligations under this Agreement. The Bank's failure to obtain such an assumption agreement before such succession becomes effective shall be considered a breach of this Agreement.

6.5 Amendment and Termination. This Agreement may be amended or terminated only by a written agreement signed by the Bank and the Director.

6.6 Tax Withholding. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

6.7 Applicable Law. The Agreement and all rights hereunder shall be governed by the internal substantive laws of the State of California, without regard to principles of conflicts of laws.

6.8 Unfunded Arrangement; No Ownership Rights. The Director and beneficiary(ies) are general unsecured creditors of the Bank for the payment of benefits under this Agreement. The benefits represent a mere promise by the Bank to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors. Any insurance on the Director's life is a general asset of the Bank to which the Director and beneficiary(ies) have no preferred or secured claim.

In the event that the Bank, in its sole and absolute discretion, elects to acquire an insurance policy or any other asset to recoup the costs or any portion thereof of the benefits under this Agreement, then such insurance policy or other assets shall not be deemed to be held under any trust for the benefit of the Director or his beneficiaries or to be a security for the performance of the obligations of the Director under this Agreement, but shall be, and remain, a general unpledged, unrestricted asset of the Bank. The Director and his or her beneficiaries shall have no rights whatsoever with respect to, or any claim against, any such insurance policy or other asset.

6.9 Entire Agreement. This Agreement constitutes the entire agreement between the Bank and the Director as to the subject matter hereof. No rights are granted to the Director under this Agreement other than those specifically set forth herein.

6.10 Administration. The Bank shall have all powers necessary to administer this Agreement, including but not limited to:

(a) interpreting the provisions of the Agreement;

(b) establishing and revising the method of accounting for the Agreement;

(c) maintaining a record of benefit payments; and

(d) establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

6.11 Named Fiduciary. The Bank shall be the named fiduciary and plan administrator under this Agreement. The named fiduciary may delegate to others certain aspects of the management and operational responsibilities of the plan, including the employment of advisors and the delegation of ministerial duties to qualified individuals.

6.12 Severability. If for any reason any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall continue in full force and effect to the full extent consistent with the law. If any provision of this Agreement is held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision together with all other provisions of this Agreement shall continue in full force and effect to the full extent consistent with the law.

6.13 Headings. The headings of sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement.

6.14 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following addresses or to such other address as either party may designate by like notice.

(a) If to the Bank, to: Bank of Amador, a division of American River Bank c/o American River Bank 1545 River Park Drive, Suite 107 Sacramento, CA 95815 Attn: Chairman of the Board of Directors

(b) If to the Director, to: Larry Standing P.O. Box 506 Jackson, California 95642

and to such other or additional person or persons as either party shall have designated to the other party in writing by like notice.

6.15 Termination or Modification of Agreement by Reason of Changes in the Law, Rules or Regulations. The Bank is entering into this Agreement on the assumption that certain existing corporate, accounting and tax laws, rules and regulations will continue in effect in their current form. If the corporate, accounting and tax laws, rules and regulations change materially and if the changes have a material detrimental effect on this Agreement, the Bank reserves the right to terminate or modify this Agreement accordingly, subject to obtaining the written consent of the Director, which shall not be unreasonably withheld.

6.16 Advice of Counsel. Before signing this Agreement, the Director either (a) consulted with and obtained advice from the Director's independent legal counsel concerning the legal nature and operations of this Agreement, including its impact on the Director's rights, privileges and obligations, or
(b) freely and voluntarily decided not to have the benefit of such consultation and advice with legal counsel.

IN WITNESS WHEREOF, the Director and a duly authorized officer of the Bank have signed this Agreement on the dates stated below.

DIRECTOR                                      BANK OF AMADOR, A DIVISION OF
                                              AMERICAN RIVER BANK


Name:         Larry Standing                  By:
                                                 -------------------------------

Signature:                                    Name:    Charles D. Fite
          --------------------------               -----------------------------

Date:                                         Title:   Chairman of the Board
      ------------------------------                ----------------------------

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

                     Larry Standing

----------------------------------------------------------
                                        Ending
                                        Account
         Year            Age            Balance
----------------------------------------------------------
           1              60             10,544
           2              61             33,690
           3              62             59,799
           4              63             89,160
           5              64            122,086
----------------------------------------------------------
           6              65            125,865
           7              66            115,516
           8              67            104,495
           9              68             92,757
          10              69             80,256
----------------------------------------------------------
          11              70             66,942
          12              71             52,763
          13              72             37,663
          14              73             21,580
          15              74              4,453
----------------------------------------------------------
          16              75                  0
----------------------------------------------------------

EXHIBIT A

SPLIT DOLLAR AGREEMENT AND SPLIT DOLLAR ENDORSEMENT

Primary:
            Name:                Gareth Abel Standing
                   -------------------------------------------------------------
            Address:             P. O. Box 506, Jackson, CA  95642
                     -----------------------------------------------------------

Contingent:          Lawrence Dale Standing, II & Gareth Abel Standing, Trustees
                     UA DTD Dec. 21, 1999
            Name:    "The Standing 1999 Revocable Trust"
                  --------------------------------------------------------------
            Address:             P. O. Box 506, Jackson, CA  95642
                     -----------------------------------------------------------

Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new written designation with the Bank. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or if I have named my spouse as beneficiary and our marriage is subsequently dissolved. This Beneficiary Designation amends and supercedes any previous Beneficiary Designation earlier filed with the Bank.

Signature:      /s/ Larry Standing
           -----------------------------------
Date:                  9-22-04
      ----------------------------------------

Received by the Bank this 22nd day of September, 2004.

                          ------         ---------     -

By:       /s/ Richard P. Vinson
    ----------------------------------------
Name:       Richard P. Vinson
      --------------------------------------
Title:    Chairman of the Board
       -------------------------------------

EXHIBIT 99.7

AMERICAN RIVER BANKSHARES

THIS SALARY CONTINUATION AGREEMENT (this "Agreement") is made and entered into this ____ day of __________, 2006, by and between American River Bankshares, a California corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended, with its main office in Rancho Cordova, California ("ARB") and David T. Taber (the "Executive"). This Agreement is a restatement of the Agreement entered into between ARB and the Executive on August 22, 2003 and is intended to be modified as necessary to comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").

WHEREAS, ARB is the parent bank holding company for subsidiaries which at the date of this Agreement include American River Bank, including is divisions, Bank of Amador, a division of American River Bank and North Coast Bank, a division of American River Bank and American River Financial (together, "Subsidiaries");

WHEREAS, the Executive has contributed substantially to the success of ARB and its Subsidiaries, and ARB desires that the Executive continue in its employ;

WHEREAS, to encourage the Executive to remain an employee of ARB, it is willing to provide salary continuation benefits to the Executive, which ARB will pay from its general assets;

WHEREAS, none of the conditions or events included in the definition of the term "golden parachute payment" that is set forth in ss.18(k)(4)(A) of the Federal Deposit Insurance Act [12 U.S.C. ss.1828(k)(4)(A)] exists or, to the best knowledge of ARB, is contemplated by this Agreement insofar as ARB is concerned;

WHEREAS, ARB and its Board of Directors have consulted with and have been advised by representatives of Meyer-Chatfield Corporation regarding compliance with applicable requirements of banking regulatory agencies having jurisdiction over ARB and its Subsidiaries pertaining to this Agreement including ARB's acquisition, ownership, control and title to and all rights and benefits under one or more policies of insurance that ARB may elect to purchase in connection with this Agreement, including, without limitation, Bulletin 2000-23 issued by the Office of the Comptroller of the Currency and pronouncements by the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation related thereto;

WHEREAS, it is the intent of the parties hereto that this Agreement be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive, and to be considered a nonqualified benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); and

WHEREAS, the Executive is fully advised of ARB's financial status and the fact that the Executive has no interest in or rights under any insurance policies ARB may elect to purchase in connection with this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and ARB hereby agree as follows:

Article 1 Definitions

The following words and phrases used in this Agreement have the meanings specified:

1.1 "Accrual Balance" means the amount required to be accrued by ARB as required under generally accepted accounting principles to account for benefits that may become payable to the Executive under this Agreement.

1.2 "Change in Control" means, with respect to the Executive, the occurrence of a "Change in Control Event" described in Section 1.2.1 with respect to a corporation that is a "Service Recipient" as defined in Section
1.2.4. The term "Change in Control" as defined in this Section 1.2 is intended to comply with all relevant provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5) relating to changes in the ownership or effective control of a corporation and changes in the ownership of a substantial portion of the assets of a corporation.

1.2.1 A "Change in Control Event" occurs on the date any of the following events occur:

(a) Any one person, or more than one person acting as a group ("Person"), acquires ownership of stock of a corporation that, together with stock previously held by such Person, raises the total ownership from less than 50 percent of the total fair market value or total voting power of such corporation to more than 50 percent of such value or power.

(b) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, ownership of 35 percent or more of the total voting power of the stock of a corporation, without regard to the stock owned by the Person before the commencement of the 12-month period.

(c) A majority of the members of a corporation's board of directors is replaced in a 12-month period by directors who were not endorsed by a majority of the board prior to the election or appointment of each director.

(d) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, assets from a corporation with a gross fair market value equal to or more than 40 percent of the total gross fair market value of all the assets of such corporation prior to such acquisition or

acquisitions. Gross fair market value shall be determined without regard to any liabilities associated with the assets. However, this subsection
(d) shall not apply to the transfer of assets: (i) to an entity that is controlled by the shareholders of such corporation immediately after the transfer; (ii) to a shareholder of such corporation with respect to the shareholder's stock or in exchange for more stock; (iii) to an entity of which such corporation owns 50 percent or more of the total value or voting power immediately after the transaction; (iv) to a Person that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation immediately following the transaction; or (v) to an entity, at least 50 percent of the total value or voting power of which is owned immediately following the transaction, directly or indirectly, by a Person which owns directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation.

1.2.2 If any Person controls a corporation under paragraph (a) or
(b) of Section 1.2.1, the acquisition of additional control by the same Person shall not cause a Change in Control.

1.2.3 Persons will be considered to be acting as a group in accordance with the provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5)(vii)(C). For example, Persons will not be considered to be acting as a group solely because they purchase or own stock of a corporation at the same time, or as a result of the same public offering. However, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with a Service Recipient. Furthermore, if a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in each corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the merged corporation.

1.2.4 The term "Service Recipient" includes all of the following:
(i) the corporation for which the Executive performs services (relating to the compensation deferred under this Agreement) at the time of a Change in Control Event; (ii) any corporation liable to pay deferred compensation under this Agreement; (iii) any corporation which owns more than 50 percent of the total fair market value and total voting power of any corporation described in clause
(i) or (ii); and (iv) any corporation in a chain of corporations in which each corporation owns more than 50 percent of the total fair market value and total voting power of another corporation in the chain ending in a corporation described in clause (i) or (ii).

1.3 "Code" means the Internal Revenue Code of 1986, as amended.

1.4 "Disability" shall have the meaning given such term in any policy of disability insurance maintained by ARB for the benefit of employees including the Executive; provided that the Executive must, by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least 12 months (i) be

unable to engage in any substantial gainful activity or (ii) receive income replacement benefits for a period of at least three months under an accident and health plan covering other employees of ARB or its Subsidiaries.

1.5 "Early Termination" means the Termination of Employment before Normal Retirement Age for reasons other than death, Disability, Termination for Cause, or following a Change in Control.

1.6 "Early Termination Date" means the month, day, and year in which Early Termination occurs.

1.7 "Effective Date" means August 22, 2003

1.8 "Intentional" shall mean an act or failure to act on the Executive's part that is not in good faith and is without a reasonable belief that the action or failure to act is in the best interests of ARB. No act or failure to act on the part of the Executive shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence.

1.9 "Normal Retirement Age" means the Executive's 65th birthday.

1.10 "Normal Retirement Date" means the date on which the Termination of Employment occurs after the Executive attains the Normal Retirement Age.

1.11 "Plan Year" means a twelve-month period commencing on August 1st, and ending on the last day of July of each year. The initial Plan Year shall commence on the Effective Date of this Agreement.

1.12 "Termination for Cause" shall mean the occurrence of any one or more of the following:

(a) the willful, intentional and material breach of duty by the Executive in the course of his employment;

(b) the habitual and continued neglect by the Executive of his employment duties and obligations under this Agreement;

(c) the Executive's willful and intentional violation of any State of California or federal banking or securities laws, or of the Bylaws, rules, policies or resolutions of ARB or its Subsidiaries, or of the rules or regulations of the Board of Governors of the Federal Reserve System, California Department of Financial Institutions, Federal Deposit Insurance Corporation, or other regulatory agency or governmental authority having jurisdiction over ARB or its Subsidiaries;

(d) the determination by a state or federal banking agency or governmental authority having jurisdiction over ARB and its Subsidiaries that the Executive is not suitable to act in the capacity for which he is employed by ARB;

(e) the Executive is convicted of any felony or a crime involving moral turpitude or commits a fraudulent or dishonest act;

(f) the Executive discloses without authority any secret or confidential information concerning ARB or its Subsidiaries or takes any action which ARB's Board of Directors determines, in its sole discretion and subject to good faith, fair dealing and reasonableness, constitutes unfair competition with or induces any customer to breach any contract with ARB or its Subsidiaries; or

(g) the Executive breaches the terms or provisions of this Agreement.

1.13 "Termination of Employment" means that the Executive ceases to be employed by ARB or any affiliate of ARB for any reason whatsoever, other than by reason of a leave of absence approved by ARB or such affiliate.

Article 2 Lifetime Benefits

2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the Normal Retirement Age for reasons other than death, ARB shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

2.1.1 Amount of Benefit. The annual benefit under this
Section 2.1 is One Hundred Thousand Dollars ($100,000).

2.1.2 Payment of Benefit. ARB shall pay the annual benefit under Section 2.1 of this Agreement to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Executive's Normal Retirement Date. The annual benefit shall be paid to the Executive for 15 years.

2.2 Early Termination Benefit. Upon Early Termination and provided that the Executive's Early Termination Date occurs after the Executive's 62nd birthday, ARB shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Agreement.

2.2.1 Amount of Benefit. The annual benefit under this
Section 2.2 is the Early Termination Benefit amount set forth on Schedule A for the Plan Year ending immediately prior to the Early Termination Date.

2.2.2 Payment of Benefit. ARB shall pay the annual benefit under Section 2.2 of this Agreement to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month

following the Early Termination Date. The annual benefit shall be paid to the Executive for 15 years.

2.3 Disability Benefit. Upon Termination of Employment due to Disability before Normal Retirement Age, ARB shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.

2.3.1 Amount of Benefit. The annual benefit under this
Section 2.3 is the Disability Benefit amount set forth on Schedule A for the Plan Year ending immediately prior to the date on which the Termination of Employment occurs.

2.3.2 Payment of Benefit. ARB shall pay the Disability Benefit to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Termination of Employment due to Disability. The annual benefit shall be paid to the Executive for 15 years.

2.4 Change in Control Benefit. If during the active service of the Executive with ARB and within a period of two (2) years following consummation of a Change in Control, (i) the Executive's employment is terminated in connection with the Change in Control or (ii) without the Executive's consent and in connection with the Change in Control there occurs (A) any adverse change in the nature and scope of the Executive's salary or benefits, or (B) any event which reasonably constitutes a constructive termination (by resignation or otherwise) of the Executive's employment, then ARB shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.

2.4.1 Amount of Benefit: The annual benefit under this
Section 2.4 is the Change in Control Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date on which the Termination of Employment occurs.

2.4.2 Payment of Benefit: ARB shall pay the Change in Control benefit under Section 2.4 of this Agreement to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the seventh (7th) month following the occurrence of any event described in clause
(i) or (ii) of Section 2.4. The annual benefit shall be paid to the Executive for 15 years.

Article 3 Death Benefits

3.1 Death During Active Service. If the Executive dies before the Normal Retirement Age while in the active service of ARB, then ARB shall pay to the Executive's beneficiary the benefit set forth in Section 2.1 as if the Termination of Employment occurred on the date he would have attained the Normal Retirement Age. The annual benefit under this Section 3.1 shall be the amount specified in Section 2.1.1 and shall be payable as provided in Section 2.1.2, commencing on the first day of the month following the date of the Executive's death.

3.2 Death During Benefit Period. If the Executive dies after any benefit payments provided pursuant to Article 2 have commenced under this Agreement but before receiving all such payments, ARB shall pay to the Executive's beneficiary, in lieu of any other benefits under this Agreement, the benefit set forth in Section 2.1 as if the Termination of Employment occurred on the date he would have attained the Normal Retirement Age. The annual benefit under this Section 3.2 shall be the amount specified in Section 2.1.1 and shall be payable as provided in Section 2.1.2, commencing on the first day of the month following the date of the Executive's death and continuing for the remaining number of payment periods after taking into account the number of benefit payments the Executive received prior to his death.

3.3 Death After Termination of Employment But Before Benefit Payments Commence. If the Executive is entitled to any benefit payments under Article 2 of this Agreement, but dies prior to the commencement of the benefit payments, ARB shall pay to the Executive's beneficiary, in lieu of any other benefit under this Agreement, the benefit set forth in Section 2.1 as if the Termination of Employment occurred on the date he would have attained the Normal Retirement Age. The annual benefit under this Section 3.3 shall be the amount specified in Section 2.1.1 and shall be payable as provided in Section 2.1.2, commencing on the first day of the month following the date of the Executive's death.

Article 4 Beneficiaries

4.1 Beneficiary Designations. The Executive shall designate a beneficiary by filing a written designation with ARB. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and accepted by ARB during the Executive's lifetime. The Executive's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive's estate.

4.2 Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, ARB may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incapacitated person or incapable person. ARB may require proof of incapacity, minority or guardianship as it may deem appropriate before distribution of the benefit. Distribution shall completely discharge ARB from all liability for the benefit.

Article 5 General Limitations

5.1 Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, ARB shall not pay any benefit under this Agreement if the Executive ceases to be employed by ARB as a result of a Termination for Cause.

5.2 Suicide or Misstatement. ARB shall not pay any benefit under this Agreement if the Executive commits suicide within two (2) years after the date of this Agreement, or if the Executive has made any material misstatement of fact on any application for life insurance purchased by ARB.

5.3 Insolvency. If a receiver is appointed for ARB or any of the Subsidiaries, all obligations under this Agreement shall terminate as of the date that ARB or any of the Subsidiaries is(are) declared insolvent, subject to any vested rights of the Executive under applicable law.

5.4 FDIC Open-Bank Assistance. All obligations under this Agreement shall be terminated, subject to any vested rights of the Executive under applicable law, except to the extent it is determined that continuation of the contract is necessary for the continued operation of any of the Subsidiaries, at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of any of the Subsidiaries under the authority contained in Section 13(c) of the Federal Deposit Insurance Act [12 U.S.C. ss.1823(c)].

Article 6 Claims and Review Procedures

6.1 Claims Procedure. A person or beneficiary ("claimant") who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows

6.1.1 Initiation - Written Claim. The claimant initiates a claim by submitting to ARB a written claim for the benefits.

6.1.2 Timing of ARB Response. ARB shall respond to such claimant within 90 days after receiving the claim. If ARB determines that special circumstances require additional time for processing the claim, ARB can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which ARB expects to render its decision.

6.1.3 Notice of Decision. If ARB denies part or all of the claim, ARB shall notify the claimant in writing of such denial. ARB shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth the following:

6.1.3.1 The specific reasons for the denial;

6.1.3.2 A reference to the specific provisions of the Agreement on which the denial is based;

6.1.3.3 A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

6.1.3.4 An explanation of the Agreement's review procedures and the time limits applicable to such procedures; and

6.1.3.5 A statement of the claimant's right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

6.2 Review Procedure. If ARB denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by ARB of the denial, as follows:

6.2.1 Initiation - Written Request. To initiate the review, the claimant, within 60 days after receiving ARB's notice of denial, must file with ARB a written request for review.

6.2.2 Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. ARB shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits.

6.2.3 Considerations on Review. In considering the review, ARB shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

6.2.4 Timing of ARB Response. ARB shall respond in writing to such claimant within 60 days after receiving the request for review. If ARB determines that special circumstances require additional time for processing the claim, ARB can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which ARB expects to render its decision.

6.2.5 Notice of Decision. ARB shall notify the claimant in writing of its decision on review. ARB shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth the following:

6.2.5.1 The specific reason for the denial;

6.2.5.2 A reference to the specific provisions of the Agreement on which the denial is based;

6.2.5.3 A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits; and

6.2.5.4 A statement of the claimant's right to bring a civil action under ERISA Section 502(a).

Article 7 Miscellaneous

7.1 Amendments and Termination. This Agreement may be amended or terminated only by a written agreement signed by ARB and the Executive.

7.2 Binding Effect. This Agreement shall bind the Executive, ARB, and their beneficiaries, survivors, executors, successors, administrators and transferees.

7.3 No Guarantee of Employment. This Agreement is not an employment policy or contract for employment. It does not give the Executive the right to remain an employee of ARB, nor does it interfere with ARB's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.

7.4 Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

7.5 Successors; Binding Agreement. ARB will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of ARB, by an assumption agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that ARB would be required to perform this Agreement if no such succession had occurred. ARB's failure to obtain an assumption agreement before effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to the Change in Control Benefit provided in Section 2.4.

7.6 Tax Withholding. ARB shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

7.7 Applicable Law. This Agreement and all rights hereunder shall be governed by the laws of the State of California, except to the extent preempted by the laws of the United States of America.

7.8 Unfunded Arrangement. The Executive and beneficiary are general unsecured creditors of ARB for the payment of benefits under this Agreement. The benefits represent the mere promise by ARB to pay the benefits. Rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive's life purchased by ARB is a general asset of ARB as to which the Executive and beneficiary have no preferred or secured claim, or any right, title or interest.

7.9 Entire Agreement. This Agreement constitutes the entire agreement between ARB and the Executive as to the subject matter hereof. This Agreement is intended to supersede any and all prior agreements between the parties relating the subject matter hereof. No rights are granted to the

Executive by virtue of this Agreement other than those specifically set forth herein.

7.10 Administration. ARB shall have the power to administer this Agreement, including but not limited to the power to:

(a) Interpret the provisions of the Agreement;

(b) Establish and revise the method of accounting for the Agreement;

(c) Maintain a record of benefit payments; and

(d) Establish rules and prescribe any forms necessary or desirable to administer the Agreement.

7.11 Named Fiduciary. ARB shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

7.12 Severability. If for any reason any provision of this Agreement is determined by ARB's Board of Directors, acting in good faith on advice of counsel or other advisors, or is held by a court, arbiter or other tribunal of competent jurisdiction, to be invalid, unenforceable or in violation of any applicable law, rule or regulation, then this Agreement shall be modified to the minimum extent necessary to render it valid, enforceable and in compliance with applicable laws, rules and regulations, and as so modified, this Agreement shall continue in full force and effect.

7.13 Headings. Caption headings and subheadings herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement.

7.14 Notices. Any notices to be given hereunder shall be in writing and may be transmitted by personal delivery or by U.S. mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the Executive at the address listed in ARB's personnel file and to ARB at its principal business office located at 3100 Zinfandel Drive, Suite 450, Rancho Cordova, CA 95670. A party may change the address for receipt of notices by written notice in accordance with this paragraph 7.14. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing.

7.15 Arbitration. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by ARB in its sole and absolute discretion, shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), in accordance with the rules and procedures of JAMS then in effect. In the event

JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the parties.

7.16 Attorneys' Fees and Costs. In the event of litigation, arbitration or any other action or proceeding between the parties to interpret or enforce this Agreement or any part thereof or otherwise arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its costs related to any such action or proceeding and its reasonable fees of attorneys, accountants and expert witnesses incurred by such party in connection with any such action or proceeding. The prevailing party shall be deemed to be the party which obtains substantially the relief sought by final resolution, compromise or settlement, or as may otherwise be determined by order of a court of competent jurisdiction in the event of litigation, an award or decision of one or more arbitrators in the event of arbitration, or a decision of a comparable official in the event of any other action or proceeding. Any obligation to indemnify under this Agreement includes the obligation to pay reasonable fees of attorneys, accountants and expert witnesses incurred by the indemnified party in connection with matters subject to indemnification.

7.17 Internal Revenue Code Section 280G. If all or any portion of the amounts payable to the Executive pursuant to this Agreement alone or together with other payments which the Executive has the right to receive from ARB, constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary, after first applying any similar reduction in payments to be received from any other plan or program sponsored by ARB from which the Executive has a right to receive payments subject to Sections 280G and 4999 of the Code, including without limitation any employment agreement made between ARB and the Executive, so as to cause a reduction of any excise tax pursuant to Section 4999 of the Code to equal "zero".

7.18 Review Procedure. Not less frequently than every three (3) years during the term of this Agreement prior to the Executive commencing to receive any benefits hereunder, ARB will review this Agreement and the benefits that may become payable hereunder to determine whether to maintain the benefits at the amounts specified in this Agreement or to increase the benefits. If ARB determines, in its sole discretion, to increase the benefits, Schedule A shall be appropriately modified.

IN WITNESS WHEREOF, the Executive and the Chairman of the Board of ARB have executed this Salary Continuation Agreement in the City of Sacramento, State of California, as of the day and year first written above.

EXECUTIVE:                                ARB:

                                          AMERICAN RIVER BANKSHARES

                                          By:
-----------------------------                 ---------------------------------
David T. Taber                                  Charles D. Fite
                                                Chairman of the Board

BENEFICIARY DESIGNATION

AMERICAN RIVER BANKSHARES

SALARY CONTINUATION AGREEMENT

I, David T. Taber, designate the following as beneficiary of any benefits to which I may be entitled under my Salary Continuation Agreement with American River Bankshares dated August 22, 2003:

Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new written designation with American River Bankshares. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Date: August ___, 2003

Accepted by American River Bankshares this _____day of August, 2003

---------------------------------------------------------------------------------------------------------
                            Age At                        Early                           Change in
             Plan Year       Plan                      Termination       Disability        Control
    Plan      Ending         Year        Accrual         Benefit          Annual           Benefit
    Year       07/31         End         Balance       Payable(1)        Benefit(2)       ss.2.4(3)
---------------------------------------------------------------------------------------------------------
     1         2004           44         $10,698           $0              $1,098          $64,970
---------------------------------------------------------------------------------------------------------
     2         2005           45         $22,895           $0              $2,349          $64,970
---------------------------------------------------------------------------------------------------------
     3         2006           46         $36,746           $0              $3,771          $64,970
---------------------------------------------------------------------------------------------------------
     4         2007           47         $52,424           $0              $5,379          $64,970
---------------------------------------------------------------------------------------------------------
     5         2008           48         $70,117           $0              $7,195          $64,970
---------------------------------------------------------------------------------------------------------
     6         2009           49         $90,031           $0              $9,238          $64,970
---------------------------------------------------------------------------------------------------------
     7         2010           50        $112,388           $0             $11,532          $64,970
---------------------------------------------------------------------------------------------------------
     8         2011           51        $137,437           $0             $14,102          $64,970
---------------------------------------------------------------------------------------------------------
     9         2012           52        $165,437           $0             $16,976          $64,970
---------------------------------------------------------------------------------------------------------
     10        2013           53        $196,687           $0             $20,182          $64,970
---------------------------------------------------------------------------------------------------------
     11        2014           54        $231,500           $0             $23,755          $64,970
---------------------------------------------------------------------------------------------------------
     12        2015           55        $270,224           $0             $27,728          $64,970
---------------------------------------------------------------------------------------------------------
     13        2016           56        $313,234           $0             $32,142          $64,970
---------------------------------------------------------------------------------------------------------
     14        2017           57        $360,942           $0             $37,037          $64,970
---------------------------------------------------------------------------------------------------------
     15        2018           58        $413,795           $0             $42,460          $64,970
---------------------------------------------------------------------------------------------------------
     16        2019           59        $472,278           $0             $48,461          $64,970
---------------------------------------------------------------------------------------------------------
     17        2020           60        $536,921           $0             $55,094          $64,970
---------------------------------------------------------------------------------------------------------
     18        2021           61        $608,299           $0             $62,419          $64,970
---------------------------------------------------------------------------------------------------------
     19        2022           62        $687,040         $70,498          $70,498          $64,970
---------------------------------------------------------------------------------------------------------
     20        2023           63        $773,824         $79,404          $79,404          $64,970
---------------------------------------------------------------------------------------------------------
     21        2024           64        $869,392         $89,210          $89,210          $64,970
---------------------------------------------------------------------------------------------------------
     22        2025           65        $974,547        $100,000          $100,000         $64,970
---------------------------------------------------------------------------------------------------------

EXHIBIT 99.8

AMERICAN RIVER BANK

SALARY CONTINUATION AGREEMENT (Restated)

THIS SALARY CONTINUATION AGREEMENT (this "Agreement") is made and entered into this ______ day of ______, 2006, by and between American River Bank, a California chartered, FDIC-insured bank with its main office in Sacramento, California (the "Bank") and Douglas E. Tow (the "Executive"). This Agreement is a restatement of the Agreement entered into between the Bank and the Executive on August 22, 2003 and is intended to be modified as necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").

WHEREAS, the Bank is a wholly-owned subsidiary of American River Bankshares, a California corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended, ("AMRB");

WHEREAS, the Executive has contributed substantially to the success of the Bank, and the Bank desires that the Executive continue in its employ;

WHEREAS, to encourage the Executive to remain an employee of the Bank, the Bank is willing to provide salary continuation benefits to the Executive, which the Bank will pay from its general assets;

WHEREAS, none of the conditions or events included in the definition of the term "golden parachute payment" that is set forth in ss.18(k)(4)(A) of the Federal Deposit Insurance Act [12 U.S.C. ss.1828(k)(4)(A)] exists or, to the best knowledge of the Bank, is contemplated by this Agreement insofar as the Bank is concerned;

WHEREAS, the Bank and its Board of Directors have consulted with and have been advised by representatives of Meyer-Chatfield Corporation regarding compliance with applicable requirements of bank regulatory agencies having jurisdiction over the Bank pertaining to this Agreement including the Bank's acquisition, ownership, control and title to and all rights and benefits under one or more policies of insurance that the Bank may elect to purchase in connection with this Agreement, including, without limitation, Bulletin 2000-23 issued by the Office of the Comptroller of the Currency and pronouncements by the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation related thereto;

WHEREAS, it is the intent of the parties hereto that this Agreement be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive, and to be considered a nonqualified benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); and

WHEREAS, the Executive is fully advised of the Bank's financial status and the fact that the Executive has no interest in or rights under any insurance policies the Bank may elect to purchase in connection with this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Bank hereby agree as follows:

Article 1 Definitions

The following words and phrases used in this Agreement have the meanings specified:

1.1 "Accrual Balance" means the amount required to be accrued by the Bank as required under generally accepted accounting principles to account for benefits that may become payable to the Executive under this Agreement.

1.2 "Change in Control" means, with respect to the Executive, the occurrence of a "Change in Control Event" described in Section 1.2.1 with respect to a corporation that is a "Service Recipient" as defined in Section
1.2.4. The term "Change in Control" as defined in this Section 1.2 is intended to comply with all relevant provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5) relating to changes in the ownership or effective control of a corporation and changes in the ownership of a substantial portion of the assets of a corporation.

1.2.1 A "Change in Control Event" occurs on the date any of the following events occur:

(a) Any one person, or more than one person acting as a group ("Person"), acquires ownership of stock of a corporation that, together with stock previously held by such Person, raises the total ownership from less than 50 percent of the total fair market value or total voting power of such corporation to more than 50 percent of such value or power.

(b) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, ownership of 35 percent or more of the total voting power of the stock of a corporation, without regard to the stock owned by the Person before the commencement of the 12-month period.

(c) A majority of the members of a corporation's board of directors is replaced in a 12-month period by directors who were not endorsed by a majority of the board prior to the election or appointment of each director.

(d) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, assets from a corporation with a gross fair market value equal to or more than 40 percent of the total gross fair market value of all the assets of such corporation prior to such acquisition or acquisitions. Gross fair market value shall be determined without regard to any liabilities associated with the assets. However, this subsection
(d) shall not apply to the transfer of assets: (i) to an entity that is controlled by the shareholders of such corporation immediately after the transfer; (ii) to a shareholder of such corporation with respect to the shareholder's stock or in exchange for more stock; (iii) to an entity of which such corporation owns 50 percent or more of the total value or voting power immediately after the transaction; (iv) to a Person that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation immediately following the transaction; or (v) to an entity, at least 50 percent of the total value or voting power of which is owned immediately following the transaction, directly or indirectly, by a Person which owns directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation.

1.2.2 If any Person controls a corporation under paragraph (a) or
(b) of Section 1.2.1, the acquisition of additional control by the same Person shall not cause a Change in Control.

1.2.3 Persons will be considered to be acting as a group in accordance with the provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5)(vii)(C). For example, Persons will not be considered to be acting as a group solely because they purchase or own stock of a corporation at the same time, or as a result of the same public offering. However, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with a Service Recipient. Furthermore, if a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in each corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the merged corporation.

1.2.4 The term "Service Recipient" includes all of the following:
(i) the corporation for which the Executive performs services (relating to the compensation deferred under this Agreement) at the time of a Change in Control Event; (ii) any corporation liable to pay deferred compensation under this Agreement; (iii) any corporation which owns more than 50 percent of the total fair market value and total voting power of any corporation described in clause
(i) or (ii); and (iv) any corporation in a chain of corporations in which each corporation owns more than 50 percent of the total fair market value and total voting power of another corporation in the chain ending in a corporation described in clause (i) or (ii).

1.3 "Code" means the Internal Revenue Code of 1986, as amended.

1.4 "Disability" shall have the meaning given such term in any policy of disability insurance maintained by the Bank for the benefit of employees including the Executive; provided that the Executive must, by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least 12 months (i) be unable to engage in any substantial gainful activity or (ii) receive income replacement benefits for a period of at least three months under an accident and health plan covering other employees of the Bank.

1.5 "Early Termination" means the Termination of Employment before Normal Retirement Age for reasons other than death, Disability, Termination for Cause or following a Change in Control.

1.6 "Early Termination Date" means the month, day and year in which Early Termination occurs.

1.7 "Effective Date" means August 22, 2003.

1.8 "Intentional," shall mean an act or failure to act on the Executive's part that is not in good faith and is without a reasonable belief that the action or failure to act is in the best interests of the Bank. No act or failure to act on the part of the Executive shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence.

1.9 "Normal Retirement Age" means the Executive's 65th birthday.

1.10 "Normal Retirement Date" means the date on which the Termination of Employment occurs after the Executive attains the Normal Retirement Age.

1.11 "Plan Year" means a twelve-month period commencing on August 1st, and ending on the last day of July of each year. The initial Plan Year shall commence on the Effective Date of this Agreement.

1.12 "Termination for Cause" shall mean the occurrence of any one or more of the following:

(a) the willful, intentional and material breach of duty by the Executive in the course of his employment;

(b) the habitual and continued neglect by the Executive of his employment duties and obligations under this Agreement;

(c) the Executive's willful and intentional violation of any State of California or federal banking laws, or of the Bylaws, rules, policies or resolutions of Bank or AMRB and their respective subsidiaries, or of the rules or regulations of the Board of Governors of the Federal Reserve System, California Department of Financial Institutions or the Federal Deposit Insurance Corporation, or other regulatory agency or governmental authority having jurisdiction over Bank or AMRB;

(d) the determination by a state or federal banking agency or governmental authority having jurisdiction over Bank or AMRB that the Executive is not suitable to act in the capacity for which he is employed by Bank;

(e) the Executive is convicted of any felony or a crime involving moral turpitude or commits a fraudulent or dishonest act;

(f) the Executive discloses without authority any secret or confidential information concerning Bank, AMRB or their respective subsidiaries or takes any action which the Bank's Board of Directors determines, in its sole discretion and subject to good faith, fair dealing and reasonableness, constitutes unfair competition with or induces any customer to breach any contract with Bank, AMRB or their respective subsidiaries; or

(g) the Executive breaches the terms or provisions of this Agreement.

1.13 "Termination of Employment" means that the Executive ceases to be employed by the Bank or any affiliate of the Bank for any reason whatsoever, other than by reason of a leave of absence approved by the Bank or such affiliate.

Article 2 Lifetime Benefits

2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the Normal Retirement Age for reasons other than death, the Bank shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is Fifty Thousand Dollars ($50,000).

2.1.2 Payment of Benefit. The Bank shall pay the annual benefit under Section 2.1 of this Agreement to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Executive's Normal Retirement Date. The annual benefit shall be paid to the Executive for 15 years.

2.2 Early Termination Benefit. Upon Early Termination and provided that the Executive's Early Termination Date occurs after the Executive's 62nd birthday, the Bank shall pay to the Executive the benefit described in this
Section 2.2 in lieu of any other benefit under this Agreement.

2.2.1 Amount of Benefit. The annual benefit under this Section 2.2 is the Early Termination Benefit amount set forth on Schedule A for the Plan Year ending immediately prior to the Early Termination Date.

2.2.2 Payment of Benefit. The Bank shall pay the annual benefit under Section 2.2 of this Agreement to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Early Termination Date. The annual benefit shall be paid to the Executive for 15 years.

2.3 Disability Benefit. Upon Termination of Employment due to Disability before Normal Retirement Age, the Bank shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.

2.3.1 Amount of Benefit. The annual benefit under this Section 2.3 is the Disability Annual Benefit amount set forth on Schedule A for the Plan Year ending immediately prior to the date on which the Termination of Employment occurs.

2.3.2 Payment of Benefit. The Bank shall pay the Disability Benefit to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following Termination of Employment due to Disability. The annual benefit shall be paid to the Executive for 15 years.

2.4 Change in Control Benefit. If during the active service of the Executive with the Bank, and within a period of two (2) years following consummation of a Change in Control, (i) the Executive's employment is terminated in connection with the Change in Control or (ii) without the Executive's consent and in connection with the Change in Control there occurs (A) any adverse change in the nature and scope of the Executive's salary or benefits, or (B) any event which reasonably constitutes a constructive termination (by resignation or otherwise) of the Executive's employment, then the Bank shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.

2.4.1 Amount of Benefit: The annual benefit under this
Section 2.4 is the Change in Control Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date on which the Termination of Employment occurs.

2.4.2 Payment of Benefit: ARB shall pay the Change in Control benefit under Section 2.4 of this Agreement to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the seventh (7th) month following the occurrence of any event described in clause
(i) or (ii) of Section 2.4. The annual benefit shall be paid to the Executive for 15 years.

Article 3 Death Benefits

3.1 Death During Active Service. If the Executive dies before the Normal Retirement Age while in the active service of the Bank, the Bank shall pay to the Executive's beneficiary the benefit set forth in Section 2.1 as if the Termination of Employment occurred on the date he would have attained the Normal Retirement Age. The annual benefit under this Section 3.1 shall be the amount specified in Section 2.1.1 and shall be payable as provided in Section 2.1.2, commencing on the first day of the month following the date of the Executive's death.

3.2 Death During Benefit Period. If the Executive dies after any benefit payments provided pursuant to Article 2 have commenced under this Agreement but before receiving all such payments, the Bank shall pay to the Executive's beneficiary, in lieu of any other benefits under this Agreement, the benefit set forth in Section 2.1 as if the Termination of Employment occurred on the date he would have attained the Normal Retirement Age. The annual benefit under this Section 3.2 shall be the amount specified in Section 2.1.1 and shall be payable as provided in Section 2.1.2, commencing on the first day of the month following the date of the Executive's death and continuing for the remaining number of payment periods after taking into account the number of benefit payments the Executive received prior to his death.

3.3 Death After Termination of Employment But Before Benefit Payments Commence. If the Executive is entitled to any benefit payments under Article 2 of this Agreement, but dies prior to the commencement of the benefit payments, the Bank shall pay to the Executive's beneficiary, in lieu of any other benefit under this Agreement, the benefit set forth in Section 2.1 as if the Termination of Employment occurred on the date he would have attained the Normal Retirement Age. The annual benefit under this Section 3.3 shall be the amount specified in Section 2.1.1 and shall be payable as provided in Section 2.1.2, commencing on the first day of the month following the date of the Executive's death.

Article 4 Beneficiaries

4.1 Beneficiary Designations. The Executive shall designate a beneficiary by filing a written designation with the Bank. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and accepted by the Bank during the Executive's lifetime. The Executive's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive's estate.

4.2 Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Bank may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incapacitated person or incapable person. The Bank may require proof of incapacity, minority or guardianship as it may deem appropriate before distribution of the benefit. Distribution shall completely discharge the Bank from all liability for the benefit.

Article 5 General Limitations

5.1 Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not pay any benefit under this Agreement if the Executive ceases to be employed by the Bank as a result of a Termination for Cause.

5.2 Suicide or Misstatement. The Bank shall not pay any benefit under this Agreement if the Executive commits suicide within two (2) years after the date of this Agreement, or if the Executive has made any material misstatement of fact on any application for life insurance purchased by the Bank.

5.3 Insolvency. If the California Commissioner of Financial Institutions appoints the Federal Deposit Insurance Corporation as receiver for the Bank, all obligations under this Agreement shall terminate as of the date that the Bank is declared insolvent, subject to any vested rights of the Executive under applicable law.

5.4 FDIC Open-Bank Assistance. All obligations under this Agreement shall be terminated, subject to any vested rights of the Executive under applicable law, except to the extent it is determined that continuation of the contract is necessary for the continued operation of the Bank, at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act [12 U.S.C. ss.1823(c)].

Article 6 Claims and Review Procedures

6.1 Claims Procedure. A person or beneficiary ("claimant") who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows

6.1.1 Initiation - Written Claim. The claimant initiates a claim by submitting to the Bank a written claim for the benefits.

6.1.2 Timing of Bank Response. The Bank shall respond to such claimant within 90 days after receiving the claim. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expects to render its decision.

6.1.3 Notice of Decision. If the Bank denies part or all of the claim, the Bank shall notify the claimant in writing of such denial. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth the following:

6.1.3.1 The specific reasons for the denial;

6.1.3.2 A reference to the specific provisions of the Agreement on which the denial is based;

6.1.3.3 A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

6.1.3.4 An explanation of the Agreement's review procedures and the time limits applicable to such procedures; and

6.1.3.5 A statement of the claimant's right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

6.2 Review Procedure. If the Bank denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Bank of the denial, as follows:

6.2.1 Initiation - Written Request. To initiate the review, the claimant, within 60 days after receiving the Bank's notice of denial, must file with the Bank a written request for review.

6.2.2 Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Bank shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits.

6.2.3 Considerations on Review. In considering the review, the Bank shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

6.2.4 Timing of Bank Response. The Bank shall respond in writing to such claimant within 60 days after receiving the request for review. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expects to render its decision.

6.2.5 Notice of Decision. The Bank shall notify the claimant in writing of its decision on review. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth the following:

6.2.5.1 The specific reason for the denial;

6.2.5.2 A reference to the specific provisions of the Agreement on which the denial is based;

6.2.5.3 A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits; and

6.2.5.4 A statement of the claimant's right to bring a civil action under ERISA Section 502(a).

Article 7 Miscellaneous

7.1 Amendments and Termination. This Agreement may be amended or terminated only by a written agreement signed by the Bank and the Executive.

7.2 Binding Effect. This Agreement shall bind the Executive, the Bank, and their beneficiaries, survivors, executors, successors, administrators and transferees.

7.3 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Bank, nor does it interfere with the Bank's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.

7.4 Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

7.5 Successors; Binding Agreement. The Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Bank, by an assumption agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform this Agreement if no such succession had occurred. The Bank's failure to obtain an assumption agreement before effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to the Change in Control Benefit provided in Section 2.4.

7.6 Tax Withholding. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

7.7 Applicable Law. This Agreement and all rights hereunder shall be governed by the laws of the State of California, except to the extent preempted by the laws of the United States of America.

7.8 Unfunded Arrangement. The Executive and beneficiary are general unsecured creditors of the Bank for the payment of benefits under this Agreement. The benefits represent the mere promise by the Bank to pay the benefits. Rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive's life purchased by the Bank is a general asset of the Bank as to which the Executive and beneficiary have no preferred or secured claim, or any right, title or interest.

7.9 Entire Agreement. This Agreement constitutes the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

7.10 Administration. The Bank shall have the power to administer this Agreement, including but not limited to the power to:

(a) Interpret the provisions of the Agreement;

(b) Establish and revise the method of accounting for the Agreement;

(c) Maintain a record of benefit payments; and

(d) Establish rules and prescribe any forms necessary or desirable to administer the Agreement.

7.11 Named Fiduciary. The Bank shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

7.12 Severability. If for any reason any provision of this Agreement is determined by the Bank's Board of Directors, acting in good faith on advice of counsel or other advisors, or is held by a court, arbiter or other tribunal of competent jurisdiction, to be invalid, unenforceable or in violation of any applicable law, rule or regulation, then this Agreement shall be modified to the minimum extent necessary to render it valid, enforceable and in compliance with applicable laws, rules and regulations, and as so modified, this Agreement shall continue in full force and effect.

7.13 Headings. Caption headings and subheadings herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement.

7.14 Notices. Any notices to be given hereunder shall be in writing and may be transmitted by personal delivery or by U.S. mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the Executive at the address listed in the Bank's personnel file and to the Bank at its principal business office located at 1545 River Park Drive, Suite 107, Sacramento, CA 95815. A party may change the address for receipt of notices by written notice in accordance with this paragraph 7.14. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing.

7.15 Arbitration. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Bank in its sole and absolute discretion, shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the parties.

7.16 Attorneys' Fees and Costs. In the event of litigation, arbitration or any other action or proceeding between the parties to interpret or enforce this Agreement or any part thereof or otherwise arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its costs related to any such action or proceeding and its reasonable fees of attorneys, accountants and expert witnesses incurred by such party in connection with any such action or proceeding. The prevailing party shall be deemed to be the party which obtains substantially the relief sought by final resolution, compromise or settlement, or as may otherwise be determined by order of a court of competent jurisdiction in the event of litigation, an award or decision of one or more arbitrators in the event of arbitration, or a decision of a comparable official in the event of any other action or proceeding. Any obligation to indemnify under this Agreement includes the obligation to pay reasonable fees of attorneys, accountants and expert witnesses incurred by the indemnified party in connection with matters subject to indemnification.

7.17 Internal Revenue Code Section 280G. If all or any portion of the amounts payable to the Executive pursuant to this Agreement alone or together with other payments which the Executive has the right to receive from the Bank, constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary, after first applying any similar reduction in payments to be received from any other plan or program sponsored by the Bank from which the Executive has a right to receive payments subject to Sections 280G and 4999 of the Code, including without limitation any employment agreement made between the Bank and the Executive, so as to cause a reduction of any excise tax pursuant to
Section 4999 of the Code to equal "zero".

7.18 Review Procedure. Not less frequently than every three (3) years during the term of this Agreement prior to the Executive commencing to receive any benefits hereunder, the Bank will review this Agreement and the benefits that may become payable hereunder to determine whether to maintain the benefits at the amounts specified in this Agreement or to increase the benefits. If the Bank determines, in its sole discretion, to increase the benefits, Schedule A shall be appropriately modified.

IN WITNESS WHEREOF, the Executive and a duly authorized officer of the Bank have executed this Salary Continuation Agreement in the City of Sacramento, State of California, as of the day and year first written above.

EXECUTIVE:                                BANK:

                                          AMERICAN RIVER BANK

                                          By:
----------------------------                  ---------------------------------
      Douglas E. Tow                      Charles D. Fite
                                          Chairman of the Board

BENEFICIARY DESIGNATION

AMERICAN RIVER BANK

SALARY CONTINUATION AGREEMENT

I, Douglas E. Tow, designate the following as beneficiary of any benefits to which I may be entitled under my Salary Continuation Agreement with the Bank dated August 22, 2003:

Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new written designation with the Bank. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Date: August ___, 2003

Accepted by the Bank this _____day of August, 2003

---------------------------------------------------------------------------------------------------------
                            Age At                        Early                           Change in
             Plan Year       Plan                      Termination       Disability        Control
    Plan      Ending         Year        Accrual         Benefit          Annual           Benefit
    Year       08/14         End         Balance       Payable(4)        Benefit(5)       ss.2.4(6)
---------------------------------------------------------------------------------------------------------
     1         2004           50         $11,038          $0               $1,133          $32,485
---------------------------------------------------------------------------------------------------------
     2         2005           51         $23,622          $0               $2,424          $32,485
---------------------------------------------------------------------------------------------------------
     3         2006           52         $37,913          $0               $3,890          $32,485
---------------------------------------------------------------------------------------------------------
     4         2007           53         $54,089          $0               $5,550          $32,485
---------------------------------------------------------------------------------------------------------
     5         2008           54         $72,344          $0               $7,423          $32,485
---------------------------------------------------------------------------------------------------------
     6         2009           55         $92,889          $0               $9,532          $32,485
---------------------------------------------------------------------------------------------------------
     7         2010           56        $115,957          $0              $11,899          $32,485
---------------------------------------------------------------------------------------------------------
     8         2011           57        $141,799          $0              $14,550          $32,485
---------------------------------------------------------------------------------------------------------
     9         2012           58        $170,690          $0              $17,515          $32,485
---------------------------------------------------------------------------------------------------------
     10        2013           59        $202,932          $0              $20,823          $32,485
---------------------------------------------------------------------------------------------------------
     11        2014           60        $238,851          $0              $24,509          $32,485
---------------------------------------------------------------------------------------------------------
     12        2015           61        $278,804          $0              $28,609          $32,485
---------------------------------------------------------------------------------------------------------
     13        2016           62        $323,180        $33,162           $33,162          $32,485
---------------------------------------------------------------------------------------------------------
     14        2017           63        $372,403        $38,213           $38,213          $32,485
---------------------------------------------------------------------------------------------------------
     15        2018           64        $426,933        $43,808           $43,808          $32,485
---------------------------------------------------------------------------------------------------------
     16        2019           65        $487,273        $50,000           $50,000          $32,485
---------------------------------------------------------------------------------------------------------

EXHIBIT 99.9

AMERICAN RIVER BANK

SALARY CONTINUATION AGREEMENT (Restated)

THIS SALARY CONTINUATION AGREEMENT (this "Agreement") is made and entered into this ______ day of ______, 2006, by and between American River Bank, a California chartered, FDIC-insured bank with its main office in Sacramento, California (the "Bank") and Mitchell A. Derenzo (the "Executive"). This Agreement is a restatement of the Agreement entered into between the Bank and the Executive on August 22, 2003 and is intended to be modified as necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").

WHEREAS, the Bank is a wholly-owned subsidiary of American River Bankshares, a California corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended, ("AMRB");

WHEREAS, the Executive has contributed substantially to the success of the Bank, and the Bank desires that the Executive continue in its employ;

WHEREAS, to encourage the Executive to remain an employee of the Bank, the Bank is willing to provide salary continuation benefits to the Executive, which the Bank will pay from its general assets;

WHEREAS, none of the conditions or events included in the definition of the term "golden parachute payment" that is set forth in ss.18(k)(4)(A) of the Federal Deposit Insurance Act [12 U.S.C. ss.1828(k)(4)(A)] exists or, to the best knowledge of the Bank, is contemplated by this Agreement insofar as the Bank is concerned;

WHEREAS, the Bank and its Board of Directors have consulted with and have been advised by representatives of Meyer-Chatfield Corporation regarding compliance with applicable requirements of bank regulatory agencies having jurisdiction over the Bank pertaining to this Agreement including the Bank's acquisition, ownership, control and title to and all rights and benefits under one or more policies of insurance that the Bank may elect to purchase in connection with this Agreement, including, without limitation, Bulletin 2000-23 issued by the Office of the Comptroller of the Currency and pronouncements by the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation related thereto;

WHEREAS, it is the intent of the parties hereto that this Agreement be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive, and to be considered a nonqualified benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); and

WHEREAS, the Executive is fully advised of the Bank's financial status and the fact that the Executive has no interest in or rights under any insurance policies the Bank may elect to purchase in connection with this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Bank hereby agree as follows:

Article 1 Definitions

The following words and phrases used in this Agreement have the meanings specified:

1.1 "Accrual Balance" means the amount required to be accrued by the Bank as required under generally accepted accounting principles to account for benefits that may become payable to the Executive under this Agreement.

1.2 "Change in Control" means, with respect to the Executive, the occurrence of a "Change in Control Event" described in Section 1.2.1 with respect to a corporation that is a "Service Recipient" as defined in Section
1.2.4. The term "Change in Control" as defined in this Section 1.2 is intended to comply with all relevant provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5) relating to changes in the ownership or effective control of a corporation and changes in the ownership of a substantial portion of the assets of a corporation.

1.2.1 A "Change in Control Event" occurs on the date any of the following events occur:

(a) Any one person, or more than one person acting as a group ("Person"), acquires ownership of stock of a corporation that, together with stock previously held by such Person, raises the total ownership from less than 50 percent of the total fair market value or total voting power of such corporation to more than 50 percent of such value or power.

(b) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, ownership of 35 percent or more of the total voting power of the stock of a corporation, without regard to the stock owned by the Person before the commencement of the 12-month period.

(c) A majority of the members of a corporation's board of directors is replaced in a 12-month period by directors who were not endorsed by a majority of the board prior to the election or appointment of each director.

(d) Any Person acquires, during the 12-month period ending on the date of the most recent acquisition, assets from a corporation with a gross fair market value equal to or more than 40 percent of the total gross fair market value of all the assets of such corporation prior to such acquisition or acquisitions. Gross fair market value shall be determined without regard to any liabilities associated with the assets. However, this subsection
(d) shall not apply to the transfer of assets: (i) to an entity that is controlled by the shareholders of such corporation immediately after the transfer; (ii) to a shareholder of such corporation with respect to the shareholder's stock or in exchange for more stock; (iii) to an entity of which such corporation owns 50 percent or more of the total value or voting power immediately after the transaction; (iv) to a Person that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation immediately following the transaction; or (v) to an entity, at least 50 percent of the total value or voting power of which is owned immediately following the transaction, directly or indirectly, by a Person which owns directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of such corporation.

1.2.2 If any Person controls a corporation under paragraph (a) or
(b) of Section 1.2.1, the acquisition of additional control by the same Person shall not cause a Change in Control.

1.2.3 Persons will be considered to be acting as a group in accordance with the provisions of Proposed Treasury Regulation Section 1.409A-3(g)(5)(vii)(C). For example, Persons will not be considered to be acting as a group solely because they purchase or own stock of a corporation at the same time, or as a result of the same public offering. However, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with a Service Recipient. Furthermore, if a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in each corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the merged corporation.

1.2.4 The term "Service Recipient" includes all of the following:
(i) the corporation for which the Executive performs services (relating to the compensation deferred under this Agreement) at the time of a Change in Control Event; (ii) any corporation liable to pay deferred compensation under this Agreement; (iii) any corporation which owns more than 50 percent of the total fair market value and total voting power of any corporation described in clause
(i) or (ii); and (iv) any corporation in a chain of corporations in which each corporation owns more than 50 percent of the total fair market value and total voting power of another corporation in the chain ending in a corporation described in clause (i) or (ii).

1.3 "Code" means the Internal Revenue Code of 1986, as amended.

1.4 "Disability" shall have the meaning given such term in any policy of disability insurance maintained by the Bank for the benefit of employees including the Executive; provided that the Executive must, by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least 12 months (i) be unable to engage in any substantial gainful activity or (ii) receive income replacement benefits for a period of at least three months under an accident and health plan covering other employees of the Bank.

1.5 "Early Termination" means the Termination of Employment before Normal Retirement Age for reasons other than death, Disability, Termination for Cause or following a Change in Control.

1.6 "Early Termination Date" means the month, day and year in which Early Termination occurs.

1.7 "Effective Date" means August 22, 2003.

1.8 "Intentional," shall mean an act or failure to act on the Executive's part that is not in good faith and is without a reasonable belief that the action or failure to act is in the best interests of the Bank. No act or failure to act on the part of the Executive shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence.

1.9 "Normal Retirement Age" means the Executive's 65th birthday.

1.10 "Normal Retirement Date" means the date on which the Termination of Employment occurs after the Executive attains the Normal Retirement Age.

1.11 "Plan Year" means a twelve-month period commencing on August 1st, and ending on the last day of July of each year. The initial Plan Year shall commence on the Effective Date of this Agreement.

1.12 "Termination for Cause" shall mean the occurrence of any one or more of the following:

(a) the willful, intentional and material breach of duty by the Executive in the course of his employment;

(b) the habitual and continued neglect by the Executive of his employment duties and obligations under this Agreement;

(c) the Executive's willful and intentional violation of any State of California or federal banking laws, or of the Bylaws, rules, policies or resolutions of Bank or AMRB and their respective subsidiaries, or of the rules or regulations of the Board of Governors of the Federal Reserve System, California Department of Financial Institutions or the Federal Deposit Insurance Corporation, or other regulatory agency or governmental authority having jurisdiction over Bank or AMRB;

(d) the determination by a state or federal banking agency or governmental authority having jurisdiction over Bank or AMRB that the Executive is not suitable to act in the capacity for which he is employed by Bank;

(e) the Executive is convicted of any felony or a crime involving moral turpitude or commits a fraudulent or dishonest act;

(f) the Executive discloses without authority any secret or confidential information concerning Bank, AMRB or their respective subsidiaries or takes any action which the Bank's Board of Directors determines, in its sole discretion and subject to good faith, fair dealing and reasonableness, constitutes unfair competition with or induces any customer to breach any contract with Bank, AMRB or their respective subsidiaries; or

(g) the Executive breaches the terms or provisions of this Agreement.

1.13 "Termination of Employment" means that the Executive ceases to be employed by the Bank or any affiliate of the Bank for any reason whatsoever, other than by reason of a leave of absence approved by the Bank or such affiliate.

Article 2 Lifetime Benefits

2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the Normal Retirement Age for reasons other than death, the Bank shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is Fifty Thousand Dollars ($50,000).

2.1.2 Payment of Benefit. The Bank shall pay the annual benefit under Section 2.1 of this Agreement to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Executive's Normal Retirement Date. The annual benefit shall be paid to the Executive for 15 years.

2.2 Early Termination Benefit. Upon Early Termination and provided that the Executive's Early Termination Date occurs after the Executive's 62nd birthday, the Bank shall pay to the Executive the benefit described in this
Section 2.2 in lieu of any other benefit under this Agreement.

2.2.1 Amount of Benefit. The annual benefit under this Section 2.2 is the Early Termination Benefit amount set forth on Schedule A for the Plan Year ending immediately prior to the Early Termination Date.

2.2.2 Payment of Benefit. The Bank shall pay the annual benefit under Section 2.2 of this Agreement to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Early Termination Date. The annual benefit shall be paid to the Executive for 15 years.

2.3 Disability Benefit. Upon Termination of Employment due to Disability before Normal Retirement Age, the Bank shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.

2.3.1 Amount of Benefit. The annual benefit under this Section 2.3 is the Disability Annual Benefit amount set forth on Schedule A for the Plan Year ending immediately prior to the date on which the Termination of Employment occurs.

2.3.2 Payment of Benefit. The Bank shall pay the Disability Benefit to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following Termination of Employment due to Disability. The annual benefit shall be paid to the Executive for 15 years.

2.4 Change in Control Benefit. If during the active service of the Executive with the Bank, and within a period of two (2) years following consummation of a Change in Control, (i) the Executive's employment is terminated in connection with the Change in Control or (ii) without the Executive's consent and in connection with the Change in Control there occurs (A) any adverse change in the nature and scope of the Executive's salary or benefits, or (B) any event which reasonably constitutes a constructive termination (by resignation or otherwise) of the Executive's employment, then the Bank shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.

2.4.1 Amount of Benefit: The annual benefit under this
Section 2.4 is the Change in Control Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date on which the Termination of Employment occurs.

2.4.2 Payment of Benefit: ARB shall pay the Change in Control benefit under Section 2.4 of this Agreement to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the seventh (7th) month following the occurrence of any event described in clause
(i) or (ii) of Section 2.4. The annual benefit shall be paid to the Executive for 15 years.

Article 3 Death Benefits

3.1 Death During Active Service. If the Executive dies before the Normal Retirement Age while in the active service of the Bank, the Bank shall pay to the Executive's beneficiary the benefit set forth in Section 2.1 as if the Termination of Employment occurred on the date he would have attained the Normal Retirement Age. The annual benefit under this Section 3.1 shall be the amount specified in Section 2.1.1 and shall be payable as provided in Section 2.1.2, commencing on the first day of the month following the date of the Executive's death.

3.2 Death During Benefit Period. If the Executive dies after any benefit payments provided pursuant to Article 2 have commenced under this Agreement but before receiving all such payments, the Bank shall pay to the Executive's beneficiary, in lieu of any other benefits under this Agreement, the benefit set forth in Section 2.1 as if the Termination of Employment occurred on the date he would have attained the Normal Retirement Age. The annual benefit under this Section 3.2 shall be the amount specified in Section 2.1.1 and shall be payable as provided in Section 2.1.2, commencing on the first day of the month following the date of the Executive's death and continuing for the remaining number of payment periods after taking into account the number of benefit payments the Executive received prior to his death.

3.3 Death After Termination of Employment But Before Benefit Payments Commence. If the Executive is entitled to any benefit payments under Article 2 of this Agreement, but dies prior to the commencement of the benefit payments, the Bank shall pay to the Executive's beneficiary, in lieu of any other benefit under this Agreement, the benefit set forth in Section 2.1 as if the Termination of Employment occurred on the date he would have attained the Normal Retirement Age. The annual benefit under this Section 3.3 shall be the amount specified in Section 2.1.1 and shall be payable as provided in Section 2.1.2, commencing on the first day of the month following the date of the Executive's death.

Article 4 Beneficiaries

4.1 Beneficiary Designations. The Executive shall designate a beneficiary by filing a written designation with the Bank. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and accepted by the Bank during the Executive's lifetime. The Executive's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive's estate.

4.2 Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Bank may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incapacitated person or incapable person. The Bank may require proof of incapacity, minority or guardianship as it may deem appropriate before distribution of the benefit. Distribution shall completely discharge the Bank from all liability for the benefit.

Article 5 General Limitations

5.1 Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not pay any benefit under this Agreement if the Executive ceases to be employed by the Bank as a result of a Termination for Cause.

5.2 Suicide or Misstatement. The Bank shall not pay any benefit under this Agreement if the Executive commits suicide within two (2) years after the date of this Agreement, or if the Executive has made any material misstatement of fact on any application for life insurance purchased by the Bank.

5.3 Insolvency. If the California Commissioner of Financial Institutions appoints the Federal Deposit Insurance Corporation as receiver for the Bank, all obligations under this Agreement shall terminate as of the date that the Bank is declared insolvent, subject to any vested rights of the Executive under applicable law.

5.4 FDIC Open-Bank Assistance. All obligations under this Agreement shall be terminated, subject to any vested rights of the Executive under applicable law, except to the extent it is determined that continuation of the contract is necessary for the continued operation of the Bank, at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act [12 U.S.C. ss.1823(c)].

Article 6 Claims and Review Procedures

6.1 Claims Procedure. A person or beneficiary ("claimant") who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows

6.1.1 Initiation - Written Claim. The claimant initiates a claim by submitting to the Bank a written claim for the benefits.

6.1.2 Timing of Bank Response. The Bank shall respond to such claimant within 90 days after receiving the claim. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expects to render its decision.

6.1.3 Notice of Decision. If the Bank denies part or all of the claim, the Bank shall notify the claimant in writing of such denial. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth the following:

6.1.3.1 The specific reasons for the denial;

6.1.3.2 A reference to the specific provisions of the Agreement on which the denial is based;

6.1.3.3 A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

6.1.3.4 An explanation of the Agreement's review procedures and the time limits applicable to such procedures; and

6.1.3.5 A statement of the claimant's right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

6.2 Review Procedure. If the Bank denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Bank of the denial, as follows:

6.2.1 Initiation - Written Request. To initiate the review, the claimant, within 60 days after receiving the Bank's notice of denial, must file with the Bank a written request for review.

6.2.2 Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Bank shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits.

6.2.3 Considerations on Review. In considering the review, the Bank shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

6.2.4 Timing of Bank Response. The Bank shall respond in writing to such claimant within 60 days after receiving the request for review. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expects to render its decision.

6.2.5 Notice of Decision. The Bank shall notify the claimant in writing of its decision on review. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth the following:

6.2.5.1 The specific reason for the denial;

6.2.5.2 A reference to the specific provisions of the Agreement on which the denial is based;

6.2.5.3 A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits; and

6.2.5.4 A statement of the claimant's right to bring a civil action under ERISA Section 502(a).

Article 7 Miscellaneous

7.1 Amendments and Termination. This Agreement may be amended or terminated only by a written agreement signed by the Bank and the Executive.

7.2 Binding Effect. This Agreement shall bind the Executive, the Bank, and their beneficiaries, survivors, executors, successors, administrators and transferees.

7.3 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Bank, nor does it interfere with the Bank's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.

7.4 Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

7.5 Successors; Binding Agreement. The Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Bank, by an assumption agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform this Agreement if no such succession had occurred. The Bank's failure to obtain an assumption agreement before effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to the Change in Control Benefit provided in Section 2.4.

7.6 Tax Withholding. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

7.7 Applicable Law. This Agreement and all rights hereunder shall be governed by the laws of the State of California, except to the extent preempted by the laws of the United States of America.

7.8 Unfunded Arrangement. The Executive and beneficiary are general unsecured creditors of the Bank for the payment of benefits under this Agreement. The benefits represent the mere promise by the Bank to pay the benefits. Rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive's life purchased by the Bank is a general asset of the Bank as to which the Executive and beneficiary have no preferred or secured claim, or any right, title or interest.

7.9 Entire Agreement. This Agreement constitutes the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

7.10 Administration. The Bank shall have the power to administer this Agreement, including but not limited to the power to:

(a) Interpret the provisions of the Agreement;

(b) Establish and revise the method of accounting for the Agreement;

(c) Maintain a record of benefit payments; and

(d) Establish rules and prescribe any forms necessary or desirable to administer the Agreement.

7.11 Named Fiduciary. The Bank shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

7.12 Severability. If for any reason any provision of this Agreement is determined by the Bank's Board of Directors, acting in good faith on advice of counsel or other advisors, or is held by a court, arbiter or other tribunal of competent jurisdiction, to be invalid, unenforceable or in violation of any applicable law, rule or regulation, then this Agreement shall be modified to the minimum extent necessary to render it valid, enforceable and in compliance with applicable laws, rules and regulations, and as so modified, this Agreement shall continue in full force and effect.

7.13 Headings. Caption headings and subheadings herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement.

7.14 Notices. Any notices to be given hereunder shall be in writing and may be transmitted by personal delivery or by U.S. mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the Executive at the address listed in the Bank's personnel file and to the Bank at its principal business office located at 1545 River Park Drive, Suite 107, Sacramento, CA 95815. A party may change the address for receipt of notices by written notice in accordance with this paragraph 7.14. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing.

7.15 Arbitration. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Bank in its sole and absolute discretion, shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Sacramento, California, unless otherwise agreed to by the parties.

7.16 Attorneys' Fees and Costs. In the event of litigation, arbitration or any other action or proceeding between the parties to interpret or enforce this Agreement or any part thereof or otherwise arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its costs related to any such action or proceeding and its reasonable fees of attorneys, accountants and expert witnesses incurred by such party in connection with any such action or proceeding. The prevailing party shall be deemed to be the party which obtains substantially the relief sought by final resolution, compromise or settlement, or as may otherwise be determined by order of a court of competent jurisdiction in the event of litigation, an award or decision of one or more arbitrators in the event of arbitration, or a decision of a comparable official in the event of any other action or proceeding. Any obligation to indemnify under this Agreement includes the obligation to pay reasonable fees of attorneys, accountants and expert witnesses incurred by the indemnified party in connection with matters subject to indemnification.

7.17 Internal Revenue Code Section 280G. If all or any portion of the amounts payable to the Executive pursuant to this Agreement alone or together with other payments which the Executive has the right to receive from the Bank, constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary, after first applying any similar reduction in payments to be received from any other plan or program sponsored by the Bank from which the Executive has a right to receive payments subject to Sections 280G and 4999 of the Code, including without limitation any employment agreement made between the Bank and the Executive, so as to cause a reduction of any excise tax pursuant to
Section 4999 of the Code to equal "zero".

7.18 Review Procedure. Not less frequently than every three (3) years during the term of this Agreement prior to the Executive commencing to receive any benefits hereunder, the Bank will review this Agreement and the benefits that may become payable hereunder to determine whether to maintain the benefits at the amounts specified in this Agreement or to increase the benefits. If the Bank determines, in its sole discretion, to increase the benefits, Schedule A shall be appropriately modified.

IN WITNESS WHEREOF, the Executive and a duly authorized officer of the Bank have executed this Salary Continuation Agreement in the City of Sacramento, State of California, as of the day and year first written above.

EXECUTIVE:                                    BANK:

                                              AMERICAN RIVER BANK

                                              By:
-------------------------------                   ------------------------------
    Mitchell A. Derenzo                                Charles D. Fite
                                                       Chairman of the Board

BENEFICIARY DESIGNATION

AMERICAN RIVER BANK

SALARY CONTINUATION AGREEMENT

I, Mitchell A. Derenzo, designate the following as beneficiary of any benefits to which I may be entitled under my Salary Continuation Agreement with the Bank dated August 22, 2003:

Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new written designation with the Bank. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Date: August ___, 2003

Accepted by the Bank this _____day of August, 2003

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                            Age At                        Early                           Change in
             Plan Year       Plan                      Termination       Disability        Control
    Plan      Ending         Year        Accrual         Benefit          Annual           Benefit
    Year       07/31         End         Balance       Payable(7)        Benefit(8)       ss.2.4(9)
---------------------------------------------------------------------------------------------------------
     1         2004           42          $4,283          $0                 $439          $32,485
---------------------------------------------------------------------------------------------------------
     2         2005           43          $9,165          $0                 $940          $32,485
---------------------------------------------------------------------------------------------------------
     3         2006           44         $14,710          $0               $1,509          $32,485
---------------------------------------------------------------------------------------------------------
     4         2007           45         $20,987          $0               $2,153          $32,485
---------------------------------------------------------------------------------------------------------
     5         2008           46         $28,070          $0               $2,880          $32,485
---------------------------------------------------------------------------------------------------------
     6         2009           47         $36,042          $0               $3,698          $32,485
---------------------------------------------------------------------------------------------------------
     7         2010           48         $44,992          $0               $4,617          $32,485
---------------------------------------------------------------------------------------------------------
     8         2011           49         $55,019          $0               $5,646          $32,485
---------------------------------------------------------------------------------------------------------
     9         2012           50         $66,229          $0               $6,796          $32,485
---------------------------------------------------------------------------------------------------------
     10        2013           51         $78,739          $0               $8,080          $32,485
---------------------------------------------------------------------------------------------------------
     11        2014           52         $92,676          $0               $9,510          $32,485
---------------------------------------------------------------------------------------------------------
     12        2015           53        $108,178          $0              $11,100          $32,485
---------------------------------------------------------------------------------------------------------
     13        2016           54        $125,396          $0              $12,867          $32,485
---------------------------------------------------------------------------------------------------------
     14        2017           55        $144,495          $0              $14,827          $32,485
---------------------------------------------------------------------------------------------------------
     15        2018           56        $165,653          $0              $16,998          $32,485
---------------------------------------------------------------------------------------------------------
     16        2019           57        $189,065          $0              $19,400          $32,485
---------------------------------------------------------------------------------------------------------
     17        2020           58        $214,943          $0              $22,056          $32,485
---------------------------------------------------------------------------------------------------------
     18        2021           59        $243,518          $0              $24,988          $32,485
---------------------------------------------------------------------------------------------------------
     19        2022           60        $275,040          $0              $28,222          $32,485
---------------------------------------------------------------------------------------------------------
     20        2023           61        $309,782          $0              $31,787          $32,485
---------------------------------------------------------------------------------------------------------
     21        2024           62        $348,040        $35,713           $35,713          $32,485
---------------------------------------------------------------------------------------------------------
     22        2025           63        $390,137        $40,033           $40,033          $32,485
---------------------------------------------------------------------------------------------------------
     23        2026           64        $436,421        $44,782           $44,782          $32,485
---------------------------------------------------------------------------------------------------------
     24        2027           65        $487,273        $50,000           $50,000          $32,485
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