PUTNAM PROFIT SHARING AND 401 (K) PLAN

                               PLAN AGREEMENT #001

This is the Plan Agreement for a Putnam prototype profit sharing plan with
optional Section 401(k) provisions. Please consult a tax or legal advisor and
review the entire form before you sign it. If you fail to fill out this Putnam
Plan Agreement properly, the Plan may be disqualified. You can get further
information to help you complete the Plan Agreement from your investment dealer,
or from Putnam at:

                        Putnam Defined Contribution Plans
                              One Putnam Place E2B
                               859 Willard Street
                                Quincy, MA 02269
                              Phone: 1-800-752-9894

                                      * * *

By executing this Plan Agreement, the Employer establishes a profit sharing plan
and trust upon the terms and conditions of Putnam Basic Plan Document #05, as
supplemented and modified by the provisions elected by the Employer in this Plan
Agreement. THIS PLAN AGREEMENT MUST BE ACCEPTED BY PUTNAM IN ORDER FOR THE
EMPLOYER TO RECEIVE FUTURE AMENDMENTS TO THE PUTNAM PROFIT SHARING AND 401(k)
PLAN.

                                      * * *


All Employers complete items 1-11 below. Employers who wish to adopt Section
401(k) provisions also complete item 12.

1.      Business Information The Employer adopting this Plan is:

        A.     BUSINESS NAME:       American River Bank
                                    ---------------------
        B.     BUSINESS ADDRESS:    1545 River Park Drive
                                    ---------------------
                                    Suite 107
                                    ---------------------
                                    Sacramento, CA 95815
                                    ---------------------
               SIC Code:            6090
                                    ---------------------

               Person for Putnam to
               Contact:             Anneliese Hein
                                    ---------------------
               Phone:               (916) 368-3410
                                    ---------------------

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        C.     Federal Tax
               Identification Number: 94-2893864
                                      ------------------

        D.     Form of Organization (check one):

               [ ]  Sole proprietorship     [X] Corporation       [ ] Other

               [ ]  Partnership             [ ] S Corporation

        E.     Plan Name: AMERICAN RIVER BANK 401 (k) PLAN

        F.     Plan Number: 002

        G.     TAXABLE YEAR OF BUSINESS:

               [X]    (1)    Calendar Year.


               [ ]    (2)    Fiscal year ending on____________________

2.      PLAN INFORMATION

        A.     Plan Year. Check one:

               [X]    (1)    The Plan Year will be the same as the Taxable Year
                             of the Business shown in 1.F. above. If the Taxable
                             Year of the Business changes, the Plan Year will
                             change accordingly

               [ ]    (2)    The Plan Year will be the period of 12 months
                             beginning on the first day of ___________(month)
                             and ending on the last day of _________(month).

               The Plan Year will also be your Plan's Limitation Year for
               purposes of the contribution limitation rules in Article 6 of the
               Plan.

        B.     EFFECTIVE DATE OF ADOPTION OF PLAN.

               Are you adopting this Plan to replace an existing plan?

               [X]     (1)    Yes.

               [ ]     (2)    No.

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               IF YOU ANSWERED YES IN 2.B. above, the Effective Date of your
               adoption of this Plan will be the first day of the current Plan
               Year UNLESS you elect a later date below. Please complete the
               following:

               California Bankers Association Profit Sharing & Salary Deferral
               401 (k) Plan
               ----------------------------------------------------------------
                                Name of the plan you are replacing

               l/l/93
               ----------------------------------------------------------------
                       Original Effective Date of the plan you are replacing


               ----------------------------------------------------------------
                                  Effective Date of amendment


               IF YOU ANSWERED No in 2.B. above, the Effective Date of your
               adoption of this Plan will be the day you select below (not
               before the first day of the current Plan Year, and not before the
               day your Business began):

                      The Effective Date is:____________________________________
                                                         month/day/year

        C.     IDENTIFYING HIGHLY COMPENSATED EMPLOYEES. Check One:

               [X]    (1)    The Plan will use the regular method under Plan
                             Section 2.60(a) for identifying Highly Compensated
                             Employees.

                             If your Plan Year is the calendar year, do you wish
                             to make the regular method's "calendar year
                             election" for identifying your Highly Compensated
                             Employees?

                             [X]     (a)    Yes

                             [ ]     (b)    No

               [ ]    (2)    The Plan will use the simplified method under Plan
                             Section 2.60(b) for identifying Highly Compensated
                             Employees.

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3.      ELIGIBILITY FOR PLAN PARTICIPATION (PLAN SECTION 3.1). Employees will be
        eligible to participate in the Plan when they complete the requirements
        you select in A, B and C below.

        A.     CLASSES OF ELIGIBLE EMPLOYEES. The Plan requires coverage of all
               classes of employees of the Employer and any Affiliated Employer,
               except for union employees and nonresident aliens without U.
               S.-source income. The general rules of the Plan exclude employees
               in those two groups, but if you want employees in one or both
               categories to be eligible for your Plan, check the appropriate
               space below.

               The following employees WILL BE ELIGIBLE to participate in the
               Plan:

               [ ]     (1)   Members of the following collective bargaining
                             unit(s) (give names of unions):

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

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

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

                       (2)   Nonresident aliens with no U. S.-source income.

        B.     AGE REQUIREMENT (check and complete one):

               [X]     (1)   No minimum age required for participation.

                       (2)   Employees must reach age _   (not over 21 ) to
                             participate.

        C.     SERVICE REQUIREMENTS.

               A 6-month Eligibility Period is a 6-month period beginning either
               on an employee's first day of work with the Employer or on the
               date 6 months following the employee's first day of work, and
               anniversaries of those dates. A 12-month Eligibility Period is
               the 12-month period beginning on an employee's first day of work
               with the Employer, and anniversaries of that date. You may also
               select another Eligibility Period consisting of a number of
               months of your choice and each successive period of that number
               of months.

               (1)     To become eligible, an employee must complete (choose
                       one):

                       [X]  (a)  No minimum service required. Skip to (5) below.

                       [ ]  (b)  One 6-month Eligibility Period.

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                       [ ]  (c)  One ___ month Eligibility Period (must be less
                                 than 12).

                       [ ]  (d)  One 12-month Eligibility Period.

                       [ ]  (e)  Two 12-month Eligibility Periods (may not be
                                 chosen if you adopt EITHER the Section 401 (k)
                                 provisions under item 12 or a vesting schedule
                                 other than the first choice under item 8.A(l),
                                 which provides for 100% full and immediate
                                 vesting).

               (2)     If the Employer acquires a business, will the Eligibility
                       Period for employees of the acquired business be the
                       period selected in (1) above, beginning on the first day
                       of work for the acquired business?

                       [ ]  (a)  Yes.

                       [ ]  (b)  No.

               (3)     HOURS OF SERVICE FOR ELIGIBILITY PERIODS.

                       (a)   To receive credit for a 6-month Eligibility Period,
                             an employee must complete during it at least:

                             [ ](i)   500 Hours of Service.

                             [ ](ii)               Hours of Service.
                                      ------------
                                      (under 500)

                      (b)    Complete only if (1)(c) above is selected. To
                             receive credit for the Eligibility Period selected
                             in (1)(c) above, an employee must complete during
                             it at least:

                             [ ](i)                Hours of Service.
                                      ------------
                                      (under 1000)

                       (c)   To receive credit for a 12-month Eligibility
                             Period, an employee must complete during it at
                             least:

                             [ ](i)   1,000 Hours of Service.

                             [ ](ii)               Hours of Service.
                                      ------------
                                      (under 1,000)

<PAGE>

               (4)    Hours of Service will be credited to an employee by the
                      following method (check one):

                      [ ]   (a)   Actual hours for which an employee is paid.
                      [ ]   (b)   Any employee who has one actual paid hour in
                                  the following period will be credited with the
                                  number of Hours of Service indicated (check
                                  one):

                                      [ ]   (i)    Day (10 Hours of Service).

                                      [ ]   (ii)   Week (45 Hours of Service).

                                      [ ]   (iii)  Semi-monthly payroll period
                                                   (95 Hours of Service).

                                      [ ]   (iv)   Month 190 Hours of Service).

               (5)    ENTRY DATES. Each Employee in an eligible class who
                      completes the age and service requirements specified above
                      will begin to participate in the Plan on (check one):

                      [ ]    (a)    The first day of the month in which he
                                    fulfills the requirements.

                      [X]    (b)    The first of the following dates occurring
                                    after he fulfills the requirements (or, if
                                    earlier, the first day of the first Plan
                                    Year that begins after the date he fulfills
                                    the requirements) (check one):

                                    [X] (1)   The first day of the month
                                              following the date he fulfills the
                                              requirements (monthly).

                                    [ ] (ii)  The first day of the first,
                                              fourth, seventh and tenth months
                                              in a Plan Year (quarterly).

                                    [ ] (iii) The first day of the first month
                                              and the seventh month in a Plan
                                              Year (semiannually).

<PAGE>

        D.     (For New Plans Only) Will all eligible Employees be required to
               meet the age and service requirements specified in B and C above?

               [ ]   (1)    Yes.

               [ ]   (2)    No; all Employees on the Effective Date will be
                            eligible as of the Effective Date, even if they have
                            not met the age and service requirements.

4.      COMPENSATION (PLAN SECTION 2.8).

        A.     AMOUNT.Compensation for purposes of the Plan will be the amount
               of the following that is actually paid by your Business to an
               employee during the Plan Year (check one):

               [ ]   (1)    Form W-2 earnings as defined in Section 2.8 of the
                            Plan.

               [ ]   (2)    Form W-2 earnings as defined in Section 2.8 of the
                            Plan, plus any amounts withheld from the employee
                            under a 401 (k) plan, cafeteria plan, SARSEP, tax
                            sheltered 403(b) arrangement, or Code Section 457
                            deferred compensation plan, and contributions
                            described in Code Section 414(h)(2) that are picked
                            up by a governmental employer.

               [ ]   (3)    All compensation included in the definition of Code
                            Section 415 Compensation in Section 6.5(b) of the
                            Plan.

               [X]   (4)    All compensation included in the definition of Code
                            Section 415 Compensation in Section 6.5(b) of the
                            Plan, plus any amounts withheld from the employee
                            under a 401 (k) plan, cafeteria plan, SARSEP, tax
                            sheltered 403(b) arrangement, or Code Section 457
                            deferred compensation plan, and contributions
                            described in Code Section 414(h)(2) that are picked
                            up by a governmental employer.

        B.     MEASURING PERIOD.    Compensation will be based on the Plan Year.
                                    However, for an employee's initial year of
                                    participation in the Plan, compensation
                                    shall be recognized as of:

               [ ]   (1)    The first day of the Plan Year.

               [X]   (2)    The date the Participant entered the Plan.

<PAGE>


5.      CONTRIBUTIONS (PLAN SECTIONS 4. 1 AND 4.2).

        A.     EMPLOYER CONTRIBUTIONS - PROFIT LIMITATION.Will Employer
               contributions to the Plan be limited to the current and
               accumulated profits of your Business? Check one:

               [X]   (1)    Yes.

               [ ]   (2)    No.

        If you will make contributions only under the Section 401(k) provisions
        in item 12 of this Plan Agreement, skip to part 5D.

        B.     EMPLOYER CONTRIBUTIONS - AMOUNT

               (1) The Employer will contribute to the Plan for each Plan Year
                   (check one):

                   [ ] (a)  An amount chosen by the Employer from year to year.

                   [ ] (b)  ___ % of the Earnings of all Qualified Participants
                            for the Plan Year.

                   [ ] (c)  $________ for each Qualified Participant per (enter
                            time period, ex. payroll period, plan year)

               (2) Will Forfeitures for a Plan Year be applied to reduce the
                   amount of the contribution otherwise required?

                   [ ] (a)  Yes.

                   [ ] (b)  No.

               (3) Will Forfeitures that are not applied to reduce the amount of
                   contribution otherwise required for the Plan Year be applied
                   to reduce the required Employer Matching Contribution for the
                   Plan Year described in 12.B.(1)?

                   [ ] (a)  Yes.

                   [ ] (b)  No.

               If you check No to both (2) and (3) above, Forfeitures will be
               allocated as though they were additional Profit Sharing
               Contributions.

<PAGE>

C.            Employer Contributions - Allocations to Participants

               (1)    ALLOCATION TO QUALIFIED PARTICIPANTS. Any Employee who has
                      met the eligibility requirements in item 3 of this Plan
                      Agreement is a Qualified Participant UNLESS for reasons
                      other than his death or Retirement, he is not an active
                      Employee on the last day of the Plan Year, AND HE is not
                      credited with more than 500 Hours of Service in the Plan
                      Year.

                      How will contributions be allocated:

                      [ ] (a)   Pro rata

                      [ ] (b)   Uniform Dollar Amount

                      [ ] (c)   Integrated With Social Security (complete (2)
                                and (3) below).

               (2)    INTEGRATION WITH SOCIAL SECURITY (Complete only if you
                      have elected in 5.C.1 to integrate your Plan with Social
                      Security.) Contributions under paragraph B will be
                      allocated to Qualified Participants as you check below:

                      [ ] (a)   Contributions will be allocated according to the
                                Top-Heavy Integration Formula in Section
                                4.2(c)(1) of the Basic Plan Document in every
                                Plan Year, whether or not the Plan is topheavy.

                      [ ] (b)   Contributions will be allocated according to the
                                Top-Heavy Integration Formula in Section
                                4.2(c)(1) of the Basic Plan Document only in
                                Plan Years in which the Plan is top-heavy. In
                                all other Plan Years, contributions will be
                                allocated according to the Non-Top-Heavy
                                Integration Formula in Section 4.2(c)(2) of the
                                Basic Plan Document.

               (3)    INTEGRATION LEVEL. (Complete only if you have elected in
                      5.C. I to integrate your Plan with Social Security.) The
                      Integration Level will be (check one):

                      [ ] (a)   The Social Security Wage Base in effect at the
                                beginning of the Plan Year.

                      [ ] (b)   ___% (not more than 100%) of the Social Security
                                Wage Base in effect at the beginning of the Plan
                                Year.

                      [ ] (c)   $___ (not more than the Social Security Wage
                                Base).

               NOTE: The Social Security Wage Base is indexed annually to
               reflect increases in the cost of living.

<PAGE>

        D.     PARTICIPANT CONTRIBUTIONS (Plan Section 4.2(e)). Will your Plan
               allow Participants to make after-tax contributions?

                      [ ]    (a)    Yes.

                      [X]    (b)    No.

6.      INVESTMENTS (PLAN SECTIONS 13.2 AND 13.3). The Employer selects in part
        A below the Investment Products that will be available under the Plan
        (in addition to Policies selected under Plan Article 14, if any). All
        Investment Products must be sponsored, underwritten, managed or
        expressly agreed to in writing by Putnam. From the group of available
        Investment Products selected by the Employer, each Participant chooses
        the investments for his own Accounts unless the Employer elects
        differently in B below.

        A.     AVAILABLE INVESTMENT PRODUCTS (PLAN SECTION 13.2). The following
               investments will be available under the Plan (check one):

       (1)     Mutual Funds

               [X]    The group of funds made available by Putnam, selected by
                      the Employer and communicated to Participants in writing.
                      A current list of the funds selected by the Employer from
                      time to time shall be kept with the records of the Plan.
                      The initial list of funds is a FOLLOWS:

               1)     Daily Dividend Trust
               -----------------------------------------------------------------
               2)     Putnam Fund For Growth & Income
               -----------------------------------------------------------------
               3)     U.S. Government Income Trust
               -----------------------------------------------------------------
               4)     Putnam Voyager Fund
               -----------------------------------------------------------------
               5)     Putnam Fund For Growth & Income
               -----------------------------------------------------------------
               6)     Putnam New Opportunity Fund  A
               -----------------------------------------------------------------

        (2)    Other Investment Options

               [X]    (a)    Putnam Stable Value Fund.

               [ ]    (b)    Other Investment Products (as defined in Section
                             2.28 of the Plan).

If there is any amount in the Trust Fund for which no instructions or unclear
instructions are delivered, it will be invested in the default option selected
by the Employer in its Service Agreement with Putnam (or if the Employer makes
no such selection, by execution of the Plan Agreement, the Employer shall
affirmatively elect to have such amounts invested in the Putnam Money Market
Fund) until instructions are received in good order, and the Employer will be
deemed to have selected the option indicated in its Service Agreement with
Putnam (or if none, The Putnam Money Market Fund) as an available Investment
Product for that purpose.

<PAGE>

        B.     INSTRUCTIONS (PLAN SECTION 13.3). Investment instructions for
               amounts held under the Plan generally will be given by each
               Participant for his own Accounts and delivered to Putnam as
               indicated in the Service Agreement between Putnam and the
               Employer. Check below ONLY if the Employer will make investment
               decisions under the Plan with respect to the following
               contributions made to the Plan.
               (Check all applicable options.)

               [ ]  (1)      The Employer will make all investment decisions
                             with respect to all employee contributions,
                             including Elective Deferrals, Participant
                             Contributions, Deductible Employee Contributions
                             and Rollover Contributions.

               [ ]  (2)      The Employer will make all investment decisions
                             with respect to all Employer contributions,
                             including Profit Sharing Contributions, Employer
                             Matching Contributions, Qualified Matching
                             Contributions and Qualified Nonelective
                             Contributions.

               [ ]  (3)      The Employer will make investment decisions with
                             respect to Employer Matching Contributions and
                             Qualified Matching Contributions made pursuant to
                             Section 12.B and C of this Plan Agreement.

               [ ]  (4)      The Employer will make investment decisions with
                             respect to Qualified Nonelective Contributions made
                             pursuant to Section 12.D) of this Plan Agreement.

               [ ]  (5)      The Employer will make investment decisions with
                             respect to Profit Sharing Contributions made
                             pursuant to Section 5.B. of this Plan Agreement.

        C.     CHANGES. Investment instructions may be changed (check one):

               [X]  (1)    on any Valuation Date (daily).

               [ ]  (2)    on the first day of any month (monthly).

               [ ]  (3)    on the first day of the first, fourth, seventh and
                           tenth months in a Plan Year (quarterly).

<PAGE>


        D.     EMPLOYER STOCK. (Skip this paragraph if you did not designate
               Employer Stock as an investment under the Service Agreement.)

               (1)    VOTING.Section 13.8 of the Plan provides that Employer
                      Stock held as an investment under the Plan will be voted
                      in accordance with the Employer's instructions UNLESS the
                      Employer elects that Participants will direct the voting
                      of Employer Stock to the extent described in Section 13.8.
                      Check below ONLY IF Participants will direct the voting of
                      Employer Stock.

                      [ ]    Participants are hereby appointed named fiduciaries
                             for the purpose of the voting of Employer Stock in
                             accordance with Section 13.8. (NOTE: To the extent
                             a Participant fails to direct the voting of
                             Employer Stock credited to his Account, the Trustee
                             shall not vote such Employer Stock. Unallocated
                             shares of Employer Stock will be voted by the
                             Trustee as directed by the Plan Administrator.)

               (2)    TENDERING. Section 13.8 of the Plan provides that Employer
                      Stock held as an investment under the Plan will be
                      tendered in accordance with the Employer's instructions
                      UNLESS the Employer elects that Participants will direct
                      the tendering of Employer Stock to the extent described in
                      Section 13.8. Check below ONLY IF Participants will direct
                      the tendering of Employer Stock. (NOTE: Unallocated shares
                      of Employer Stock will be tendered in proportion to the
                      percentage of allocated shares which are tendered.)

                      [ ]    Participants are hereby appointed named fiduciaries
                             for the purpose of the tendering of Employer Stock
                             in accordance with Section 13.8. NOTE: To the
                             extent a Participant fails to direct the tendering
                             of Employer Stock credited to his Account, the
                             Trustee shall not tender such Employer Stock.)

        E.     VOTING OF NON-PUTNAM SHARES. Section 13.10 of the Plan provides
               that shares of registered investment companies held under the
               Plan other than Putnam mutual funds shall be voted in accordance
               with the Employer's instructions UNLESS the Employer elects that
               Participants will direct the voting of such non-Putnam investment
               company shares to the extent described in Section 13.10. Check
               below ONLY IF Participants will direct the voting of such
               non-Putnam investment company shares:

                      [ ]    Participants are hereby appointed named fiduciaries
                             for the purpose of voting shares of registered
                             investment companies other than Putnam mutual funds
                             in accordance with Section 13.10.

<PAGE>

               NOTE: Shares of non-Putnam investment companies for which the
               Trustee receives no voting instructions shall be voted in the
               same proportion as it votes such shares for which it has received
               instructions.

7.      DISTRIBUTIONS AND WITHDRAWALS.

        A.     RETIREMENT DISTRIBUTIONS,

               (1)    NORMAL RETIREMENT AGE (PLAN SECTION 7. 1). Normal
                      retirement age will be 65 (not over age 65).
                                             --

               (2)    EARLY RETIREMENT (PLAN SECTION 7.1). Check and complete
                      the item below only if you want Participants to become
                      fully vested upon fulfilling specified age and service
                      requirements before reaching normal retirement age:



                      [ ] Early retirement will be permitted at age ________
                          with at least___________ Years of Service.

                (3)   ANNUITIES (PLAN SECTION 9.31. Will your Plan permit a
                      Participant to select a life annuity form of distribution?
                      YOU MUST CHECK YES if this Plan replaces an existing Plan
                      that permits distributions in a life annuity form.

                      [ ] (a) Yes.
                      [X] (b) No.

        B.      HARDSHIP DISTRIBUTIONS (PLAN SECTION 12.2). Will your Plan
                permit hardship distributions from Employer Contribution
                Accounts?

                [X]   (1) Yes.
                [ ]   (2) No.

        C.      WITHDRAWALS AFTER AGE 59 1/2(PLAN SECTION 12.3). Will your Plan
                permit employees over age 59 1/2 to withdraw amounts upon
                request? YOU MUST CHECK YES if this Plan replaces an existing
                Plan that permits withdrawals after age 59 1/2.

                [X]   (1) Yes.

                [ ]   (2) No.

<PAGE>

        D.      LOANS. (Plan Section 12.4). Will your Plan permit loans to
                employees from their Accounts?

                [X]   (1) Yes.

                [ ]   (2) No.

        E.      AUTOMATIC DISTRIBUTION OF SMALL ACCOUNTS (PLAN SECTION 9.1).
                Will your Plan automatically distribute vested account balances
                not exceeding $3,500, within 60 days after the end of the Plan
                Year in which a Participant separates from employment?

                [X]   (1) Yes.

                [ ]   (2) No.

                Note: The time for distribution cannot be left to the discretion
                of the Employer or the Plan Administrator. If you check No
                above, small accounts will be distributable at the time selected
                by the Participant.

8.      VESTING (PLAN ARTICLE 8).

        A.     TIME OF VESTING.

               (1)    The provision checked below will determine a Participant's
                      vested percentage in the Profit Sharing Contribution
                      portion of his Employer Contribution Account:

                      [ ]  (a)   100% vesting immediately upon participation in
                                 the Plan.

                      [X]  (b)   Five-Year Graded Schedule:

                                 Vested Percentage  20% 40% 60% 80% 100%
                                                    --- --- --- --- ----
                                 Years of Service    1   2   3   4    5

                      [ ]  (c)   Six-Year Graded Schedule:

                                 Vested Percentage  20% 40% 60% 80% 100%
                                                    --- --- --- --- ----
                                 Years of Service    2   3   4   5    6

<PAGE>

                      [ ]  (d)   Seven-Year Graded Schedule:

                                 Vested Percentage  20% 40% 60% 80% 100%
                                                    --- --- --- --- ----
                                 Years of Service    3   4   5   6    7

                      [ ]  (e)   Three-Year Cliff Schedule:

                                 Vested Percentage   0%   100%

                                 Years of Service   0-2    3

                      [ ]  (f)   Five-Year Cliff Schedule:

                                 Vested Percentage   0%   100%

                                 Years of Service   0-4    5

                      [ ]  (g)   Other Schedule (must be at least as favorable
                                 as Seven-Year Graded Schedule or Five-Year
                                 Cliff Schedule):

                                 Vested Percentage  ___% ___% ___%  ___%  ___%

                                 Years of Service   ___  ___  ___   ___   ___

               If you selected above an "Other Schedule," specify in the space
               below the schedule that will apply after the Plan is top-heavy.
               The schedule you specify must be (i) the Six-Year Graded
               Schedule, or (ii) the Three-Year Cliff Schedule, or (iii) any
               other schedule that is at least as favorable to employees, at all
               years of service, as either the Six-Year Schedule or the
               Three-Year Cliff Schedule.

                      The top-heavy vesting schedule will be:

                      [ ] (a)  the same "Other Schedule" selected above.

                      [ ] (b)  Vested Percentage  ___% ___%  ___%  ___% ___%

                               Years of Service   ___  ___   ___   ___  ___

               (2)    If you adopt the Section 401(k) provisions in item 12 and
                      will make Employer Matching Contributions, check the
                      provision below that will determine a Participant's vested
                      percentage in his Employer Matching Contribution Account
                      (check one):

                      [ ] (a)  100% vesting immediately upon participation in
                               the Plan.

<PAGE>

                      [X] (b)  Five-Year Graded Schedule:

                               Vested Percentage  20%  40%  60%  80%  100%

                               Years of Service   1     2    3    4    5

                      [ ] (c)  Six-Year Graded Schedule:

                               Vested Percentage  20%  40%  60%  80%  100%

                               Years of Service    2    3    4   5     6

                      [ ] (d)  Seven-Year Graded Schedule:

                               Vested Percentage  20%  40%  60%  80%  100%

                               Years of Service    3    4    5   6     7


                      [ ] (e)  Three-Year Cliff Schedule:

                               Vested Percentage    0%    100%

                               Years of Service    0-2     3


                      [ ] (f)  Five-Year Cliff Schedule:

                               Vested Percentage      0%   100%

                               Years of Service      0-4    5

                      [ ] (g)  Other Schedule (must be at least as favorable as
                               Seven-Year Graded Schedule or Five-Year Cliff
                               Schedule):

                               Vested Percentage  ___%  ___%  ___% ___% ___%

                               Years of Service   ___   ___   ___  ___  ___

               If you selected "Other Schedule" above, the vesting schedule that
               will apply to the Employer Matching Contribution Account after
               the Plan becomes top-heavy will be the top-heavy vesting schedule
               applicable to the Employer Contribution Account, as specified in
               Section 8.A.(1).

<PAGE>


        B.     SERVICE FOR VESTING. Skip this part B if your Plan will include
               all of an employee's service in determining his Years of Service
               for vesting.

               Years of Service for vesting will exclude (check one or more):

               [ ] (1)  Service before the Effective Date of the Plan, if this
                        is a new plan, or service before the effective date of
                        your existing plan, if this Plan replaces an existing
                        plan.

               [ ] (2)  Service before the Plan Year in which an employee
                        reached age 18.

               [ ] (3)  Service for a business acquired by the Employer, before
                        the date of acquisition.

        C.     HOURS OF SERVICE FOR VESTING. The number of Hours of Service
               required for crediting a Year of Service for vesting will be
               (check one):

               [X] (1)  1,000 Hours of Service.

               [ ] (2)  _____________Hours of Service.
                        (under l,000)

        D.     YEAR OF SERVICE MEASURING PERIOD FOR VESTING (PLAN SECTION 2.54).
               The periods of 12 months used for measuring Years of Service will
               be (check one):

               [ ] (1)  Plan Years.

               [X] (2)  12-month Eligibility Periods.

               NOTE: If you are adopting this Plan to replace an existing plan,
               employees will be credited under this Plan with all service
               credited to them under the plan you are replacing.

        9.     TOP-HEAVY MINIMUM CONTRIBUTIONS (PLAN SECTION 15.3). For any Plan
               Year in which the Plan is top-heavy, you must provide for each
               Participant who is a non-key employee and who is employed on the
               last day of the Plan Year an allocation equal to 3% of his
               Earnings (or if less, the highest percentage allocated to any key
               employee). Neither Elective Deferrals, nor Employer Matching
               Contributions nor Qualified Matching Contributions for a non-key
               employee may be taken into account for purposes of this
               requirement. If you have adopted Putnam paired plans, for any
               Plan Year in which the Plan is top-heavy, the top-heavy minimum
               contribution will be provided under the Putnam Money Purchase
               Pension Plan.

               Skip paragraphs A and B below if you have Putnam paired plans or
               if you do not maintain any other qualified plan in addition to
               this Plan.

        A.     If you maintain another qualified plan in addition to this Plan,
               specify below

<PAGE>

               whether a non-key employee who participates in both plans will
               receive a top-heavy minimum contribution (or benefit) in this
               Plan or the other plan.

               The top-heavy minimum contribution (or benefit) for non-key
               employees participating both in this Plan and another qualified
               plan maintained by the Employer will be provided in (check one):

               [ ] (1) This Plan.

               [ ] (2) The plan named here:  ___________________________

        B.     (Skip this paragraph if you do not maintain a defined benefit
               plan.) If you maintain a defined benefit plan in addition to this
               Plan, and the Top-Heavy Ratio (as defined in Plan Section
               15.2(c)) for the combined plans is between 60% and 90%, you may
               elect to provide an increased minimum allocation or benefit
               pursuant to Plan Section 15.4. Specify your election by
               completing the statement below:

               The Employer will provide an increased (specify contribution or
               benefit) ____________ in its (specify defined contribution or
               defined benefit) ____________ plan as permitted under Plan
               Section 15.4.

10.     OTHER PLANS. YOU MUST COMPLETE THIS SECTION IF you maintain or ever
        maintained another qualified plan in which any Participant in this Plan
        is (or was) a participant or could become a participant.

        The Plan and your other plan(s) combined will meet the contribution
        limitation rules in Article 6 of the Plan as you specify below:

        A.  If a Participant in the Plan is covered under another qualified
            defined contribution plan maintained by your Business, other than a
            master or prototype plan (check one):

            [ ] (1)    The provisions of Section 6.2 of the Plan will apply as
                       if the other plan were a master or prototype plan.

            [ ] (2)    The plans will limit total annual additions to the
                       maximum permissible amount, and will properly reduce any
                       excess amounts, in the manner you describe below.


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

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

<PAGE>


        B.     If a Participant in the Plan is or has ever been a participant in
               a defined  benefit plan  maintained by your  Business,  the plans
               will meet the  limits of  Article 6 in the  manner  you  describe
               below:

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

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

        NOTE: Your description under A or B above cannot be left to discretion
        and changed from year to year. If you want to amend it from year to
        year, you must execute a new plan agreement.

               If your Business has ever maintained a defined benefit plan,
               state below the interest rate and mortality table to be used in
               establishing the present value of any benefit under the defined
               benefit plan for purposes of computing the top-heavy ratio:

                             Interest rate:                             %
                                             ----------------------------

                             Mortality Table:
                                             ----------------------------
11.     ADMINISTRATION

        A.     PLAN ADMINISTRATOR  (PLAN SECTION 16.1). You may appoint a person
               or a committee to serve as Plan Administrator. You may remove and
               replace anyone you have appointed,  and anyone you have appointed
               may  resign,  without  the need to  amend  this  Plan  Agreement,
               provided  that you  notify  Participants  in  writing of any such
               change.  If you do not  appoint  a Plan  Administrator,  the Plan
               provides that the Employer will be the Plan Administrator.

               The initial Plan Administrator will be (check one):

               [ ]  This person:  __________________________

               [X]  A committee composed of these people:

                    William L. Young
                    ------------------------------------------------------------

                    David T. Taber
                    ------------------------------------------------------------

                    Anneliese Hein
                    ------------------------------------------------------------

<PAGE>
        B.     RECORDKEEPER (PLAN SECTION 16.4). UNLESS Putnam expressly permits
               otherwise,  you must appoint  Putnam as  Recordkeeper  to perform
               certain routine  services  determined upon execution of a written
               Service Agreement between Putnam and you.

               The initial Recordkeeper will be:

               Putnam Investments
               -----------------------------------------------------------------
                      Name

               859 Willard Street Quincy, MA 02269
               -----------------------------------------------------------------
                      Address

COMPLETE ITEM 12 BELOW IF YOUR PLAN WILL ALLOW EMPLOYEES TO ELECT PRE-TAX
CONTRIBUTIONS UNDER SECTION 401(k) OF THE CODE.

12.     SECTION 401(k) PLAN PROVISIONS (PLAN ARTICLE 5).

A.      ELECTIVE DEFERRALS (PLAN SECTION 5.2).

        (1)    A Participant may make Elective Deferrals for each year in an
               amount not to exceed (check one):

               [X]   (a)    15   % of his Earnings (specify a percentage).
                         -------
               [ ]   (b)         % of his Earnings not to exceed $
                         -------                                  ----------
                         (specify a percentage and a dollar amount).

               [ ]   (c) $           (specify a dollar amount).
                          ----------

        Note:  Elective  Deferrals  may not exceed the annual dollar limit under
        Section 402(g) of the Internal Revenue Code.

        (2)    A Participant may begin to make Elective Deferrals, or change the
               amount of his Elective Deferrals, as of the following dates
               (check one):

               [X]   (a) First business day of each month (monthly)

               [ ]   (b) First  business day of the first,  fourth,  seventh and
                         tenth months of the Plan Year (quarterly).

               [ ]   (c) First  business day of the first and seventh  months of
                         the Plan Year (semiannually).

               [ ]   (d) First  business  day of the Plan Year only (annually).
<PAGE>

        (3)    May Participants make Elective Deferrals of bonuses?

               [X]   (a) Yes.

               [ ]   (b) No.

        NOTE: You may choose to make Employer Matching Contributions or
        Qualified Matching Contributions, or neither, or both. Qualified
        Matching Contributions are always fully vested and cannot be distributed
        from the Plan before a Participant reaches age 59 1/2 or leaves
        employment. They will be used, to the extent needed, to help the Plan
        pass the ADP test explained on page _ of the Qs & As. Employer Matching
        Contributions are subject to the vesting schedule elected in item 8 of
        this Plan Agreement, and can be withdrawn during employment in the event
        of financial hardship (as defined in Section 12.2 of the Plan) if you so
        elect in part F below.

        B.     EMPLOYER MATCHING CONTRIBUTIONS (PLAN SECTION 5.8). Skip this
               part B if you will not make Employer Matching Contributions.

               (1)    The Employer will contribute and will allocate to each
                      Participant's Employer Matching Account an amount equal
                      to:

                      (Check the provision(s) desired, and fill in the % and/or
                      $ limitation blank(s) in each provision you check. If you
                      wish to determine the amount of Employer Matching
                      Contributions from year to year instead of specifying a
                      fixed percentage, write "V" for variable in the % blank at
                      the beginning of each provision you check. Also write "V"
                      for variable in the % blank for Earnings.)

                      [ ]  (a)        % of Elective Deferrals
                               -----

                      [X]  (b) 50% of Elective Deferrals that do not exceed
                               6% of Earnings.

                      [ ]  (c)       % of Participant Contributions.
                               -----

                      [ ]  (d) In applying the above election Elective Deferrals
                               shall not exceed $__________.

                (2)   Will forfeited Employer Matching Contributions be applied
                      to reduce the total contribution specified in B (1) above?

                      [ ]  (a) Yes.

                      [X]  (b) No.

<PAGE>

               (3)    Will forfeited Employer Matching Contributions that are
                      not applied to reduce required Employer Matching
                      Contributions specified in B(l) above be applied to reduce
                      required Employer Contributions for the Plan Year
                      described in 5.B?

                      [ ]  (a) Yes.

                      [X]  (b) No.

                      If you check No to both (2) and (3) above, forfeited
                      Employer Matching Contributions will be allocated as
                      though they were additional Employer Matching
                      Contributions.

        C.     QUALIFIED MATCHING CONTRIBUTIONS (PLAN SECTION 2.62). Skip this
               part C if you will not make Qualified Matching Contributions.

               (1)    Qualified Matching Contributions will be made with respect
                      to (check one):

                      [ ]  (a) Elective Deferrals by all Participants.

                      [ ]  (b) Elective Deferrals only by Non-Highly Compensated
                               Participants.

               (2)    The amount of Qualified Matching Contributions made with
                      respect to a Participant will be:

                      (Check the provision desired and fill in the % and/or $
                      limitation blank(s) in the provision you check. If you
                      wish to determine the amount of Qualified Matching
                      Contributions from year to year instead of specifying a
                      fixed percentage, write "V" for variable in the % blank at
                      the beginning of each provision you check. Also write "V"
                      for variable in the % blank for Earnings.)

                      [ ]  (a) ____% of his Elective Deferrals.

                      [ ]  (b) ____% of his Elective Deferrals that do not
                               exceed ____% of his Earnings.

                      [ ]  (c) ____% of Participant Contributions.

                      [ ]  (d) In applying the above election, Elective
                               Deferrals shall not exceed $_____________.

<PAGE>


        D.     QUALIFIED NONELECTIVE CONTRIBUTIONS (PLAN SECTION 2.64). Skip
               this part D if you will not make Qualified Nonelective
               Contributions.

               (1)  Qualified Nonelective Contributions will be made on behalf
                    of (check one):

                    [ ]  (a)  All Participants.

                    [ ]  (b)  Only Participants who are not Highly Compensated
                              Employees.

               (2)  The amount of Qualified Nonelective Contributions for a Plan
                    Year will be (check one):

                    [ ]  (a)  ____% (not over 15%) of the Earnings of
                              Participants on whose behalf Qualified Nonelective
                              Contributions are made.

                    [ ]  (b)  An amount determined by the Employer from year to
                              year, to be shared in proportion to their Earnings
                              by Participants on whose behalf Qualified
                              Nonelective Contributions are made.

               NOTE: Qualified Nonelective Contributions will be used, to the
               extent needed, to help the Plan pass the ADP test, explained in
               the Nondiscrimination Package.

        E.     ACP TEST. Every plan that has after-tax Participant
               Contributions, Employer Matching Contributions or Qualified
               Matching Contributions must pass an annual test called the ACP
               test, which is explained in the Nondiscrimination Package.
               Elective Deferrals and Qualified Nonelective Contributions will
               be used to help the Plan pass the ACP test, to the extent needed.

        F.     HARDSHIP DISTRIBUTIONS FROM 401(k) ACCOUNTS (PLAN SECTIONS 12.2
               AND 5.14).

               (1)    Will your Plan permit hardship distributions from Elective
                      Deferral Accounts?

                      [X] (a)    Yes.

                      [ ] (b)    No.

               (2)    If your Plan has Employer Matching Contributions, will it
                      permit hardship distributions from Employer Matching
                      Accounts?

                      [X] (a)    Yes.

                      [ ] (b)    No.

<PAGE>

13. Reliance on Opinion Letter. If you ever maintained or you later adopt any
plan (including a welfare benefit fund, as defined in Section 419(e) of the
Code, which provides post-retirement medical benefits allocated to separate
accounts for key employees, as defined in Section 419A(d)(3) of the Code; or an
individual medical account, as defined in Section 415(l)(2) of the Code) in
addition to this plan, YOU MAY NOT rely on an opinion letter issued to Putnam by
the National Office of the Internal Revenue Service as evidence that the Plan is
qualified under Section 401 of the Internal Revenue Code. If you maintain or
adopt multiple plans, in order to obtain reliance with respect to plan
qualification of the Plan, you must receive a determination letter from the
appropriate Key District Office of Internal Revenue. Putnam will prepare an
application for such a letter upon your request at a fee agreed upon by the
parties.

The Employer may not rely on the opinion letter issued by the National Office of
the Internal Revenue Service as evidence that this plan is qualified under
Section 401 of the Code UNLESS the terms of the plan, as herein adopted or
amended, that pertain to the requirements of Section 401 (a)(4), 401 (a)(5), 401
(a)(17), 401(l), 410(b) and 414(s) of the Code, as amended by the Tax Reform Act
of 1986 or later laws, (a) are made effective retroactively to the first day of
the first Year beginning after December 31, 1988 (or such later date on which
these requirements first become effective with respect to this plan); or (b) are
made effective no later than the first day on which the Employer is no longer
entitled, under regulations, to rely on a reasonable, good faith interpretation
of these requirements, and the prior provisions of the plan constitute such an
interpretation.

Putnam will inform you of all amendments it makes to the prototype plan. If
Putnam ever discontinues or abandons the prototype plan, Putnam will inform you.
This Plan Agreement #001 may be used only in conjunction with Putnam's basic
Plan document #05.


<PAGE>




                                    * * * * *

                          EMPLOYER'S ADOPTION OF PUTNAM

                         PROFIT SHARING AND 401(k) PLAN

The Employer named below hereby adopts a PUTNAM PROFIT SHARING AND 401(k) PLAN,
and appoints PUTNAM FIDUCIARY TRUST COMPANY to serve as Trustee of the Plan.
(NOTE: you may appoint a trustee other than Putnam Fiduciary Trust Company only
with Putnam's express permission.) The Employer acknowledges that it has
received copies of the current prospectus for each Investment Product available
under the Plan, and represents that it will deliver copies of the then current
prospectus for each such Investment Product to each Participant before each
occasion on which the Participant makes an investment instruction as to his
Account. The Employer further acknowledges that the Plan will be acknowledged by
Putnam as a Putnam Profit Sharing and 401 (k) Plan only upon Putnam's acceptance
of this Plan Agreement.

Employer signature(s) to adopt plan:                   Date of signature:

/s/ David T. Taber                                         04-12-96
--------------------------------------------           ------------------


/s/ William L. Young                                       04-12-96
--------------------------------------------           ------------------


Please print name(s) ,of authorized person(s) signing above:

David T. Taber,      Executive Vice President          Telephone: (916) 565-6100
-----------------------------------------------------            ---------------
                     Chief Operating Officer

William L. Young, President & Chief Executive Officer  Telephone: (916) 565-6100
-----------------------------------------------------            ---------------

A new Plan must be signed by the last day of the Plan Year in which the Plan is
to be effective.

                          INVESTMENT DEALER INFORMATION

Firm:    Financial Network Investment Center
         -----------------------------------------------------------------------
Branch:  Pleasant Hill
         -----------------------------------------------------------------------
Address: 3478 Buskirk Ave., Suite 300 Pleasant Hill, CA 94523
         -----------------------------------------------------------------------
Registered Representative:  John Brackett
                          ------------------------------------------------------
                             Name
                           (510)944-9644
                          ------------------------------------------------------
                             Telephone

<PAGE>

                                    * * * * *


             ACCEPTANCE OF PUTNAM FIDUCIARY TRUST COMPANY AS TRUSTEE



The Trustee accepts appointment in accordance with the terms and conditions of
the Plan, effective as of the date of execution by the Employer set forth above.

Putnam Fiduciary Trust Company, Trustee

By  /s/ Arthur R. Abelson
   ------------------------------------

<PAGE>
                                    * * * * *


                           ACCEPTANCE OF OTHER TRUSTEE


Complete this part ONLY IF you have appointed a Trustee other than Putnam
Fiduciary Trust Company. (NOTE: You may appoint a trustee other than Putnam
Fiduciary Trust Company only with Putnam's express permission, and Putnam may
impose an annual maintenance fee as a condition of its acceptance of this plan
as a Putnam Prototype 401(k) and Profit Sharing Plan.)

                                            , Trustee
--------------------------------------------


By:                                      Trustee's Tax I.D. Number
    ----------------------------------                            --------------
                Trustee


--------------------------------------------------------------------------------
Address of Trustee

Person for Putnam to Contact:                        Telephone:
                             ----------------------             ----------------

<PAGE>

                                    * * * * *


                              ACCEPTANCE BY PUTNAM


Putnam hereby accepts this Employer's Plan as a prototype established under
Putnam Basic Plan Document #05.

Putnam Mutual Funds Corp.

By: /s/Bonnie Mallin
   ----------------------------

<PAGE>

PLAN: AMERICAN RIVER BANK 401(k) PLAN

AMERICAN RIVER HOLDINGS

Employer signature(s) to adopt plan:             Date of Signature:

  /s/ David T. Taber                                 07-29-99
------------------------------------              ------------------

  /s/ Mitchell A. Derenzo                            07-29-99
------------------------------------              ------------------


Please print name(s) of authorized person(s) signing above:

DAVID T. TABER, PRESIDENT & CEO
---------------------------------------------

MITCHELL A. DERENZO, CHIEF FINANCIAL OFFICER
---------------------------------------------

A new Plan must be signed by the last day of the Plan Year in which the Plan is
to be effective.

<PAGE>


PLAN: AMERICAN RIVER BANK 401(k) PLAN

FIRST SOURCE CAPITAL

Employer  signature(s) to adopt plan:                         Date of Signature:

       /s/David T. Taber                                           07-29-99
---------------------------------------------------           ------------------


       /s/Mitchell A. Derenzo                                      07-29-99
---------------------------------------------------           ------------------


Please print name(s) of authorized person(s) signing above:

DAVID T. TABER, PRESIDENT & CEO
-----------------------------------------------

MITCHELL A. DERENZO, CHIEF FINANCIAL OFFICER
-----------------------------------------------

A new Plan must be signed by the last day of the Plan Year in which the Plan is
to be effective.

<PAGE>

                             FIRST AMENDMENT TO THE

                         AMERICAN RIVER BANK 401(K) PLAN

American River Bank (the "Employer") having heretofore adopted the American
River Bank 401(k) Plan, a prototype plan document consisting of the Plan
Agreement #001 and the Putnam Basic Plan Document #05 (the "Plan") effective as
of January 1, 1993, pursuant to the power reserved to the Employer in Section
18.1 of the Plan, hereby amends the Plan Agreement as set forth below:

1.      Subsection A(1) of section 12. is amended in its entirety effective as
        of April 1,1998 to read as follows:

        12.   SECTION 401(K) PLAN PROVISIONS (PLAN ARTICLE 5).

               A.     Elective Deferrals (Plan Section 5.2).

                      (1)    A Participant may make Elective Deferrals for each
                             year in an amount not to exceed (check one);

                             [X]    (a)     18 % of his Earnings (specify a
                                            percentage)

                             [ ]    (b)     ___% of his Earnings not to exceed
                                            $___________(specify a percentage
                                            and a dollar amount)

                             [ ]    (c)     $_____ (specify a dollar amount)


                      Note: Elective Deferrals may not exceed the annual dollar
                      limit under Section 402(g) of the Internal Revenue Code.

In all other respects, the Plan provisions remain in full force and effect.

IN WITNESS, WHEREOF, the Employer has caused the First Amendment to the Plan to
be duly executed in its name and behalf and its corporate seal to be affixed
this 19th day of March 1998.

ATTEST.        American River Bank

               By:  /s/William L. Young     By: /s/David T. Taber
               -----------------------------------------------------------------
               Title: President & CEO       Title:  EVP/Chief Operating Officer
               -----------------------------------------------------------------
               Date:   03-20-98             Date:    03-20-98
               -----------------------------------------------------------------

ATTEST: Putnam Fiduciary Trust Company

               By:  /s/Jan Gill
               -----------------------------------------------------------------
               Title: Vice President
               -----------------------------------------------------------------
               Date:  04-14-98
               -----------------------------------------------------------------