AMERICAN RIVER BANK

                         1998 DEFERRED COMPENSATION PLAN

American River Bank, a California state-chartered bank, hereby establishes an
unfunded plan for the purpose of providing deferred compensation for a select
group of management and highly compensated employees.

                                    RECITALS

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

WHEREAS, Employer desires to adopt the Plan 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 establishes this Plan.

                                    SECTION 1

                                   DEFINITIONS

         1.1 "Account" shall mean the separate account(s) established under this
Plan for each participating Employee. 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
to receive Employee's deferred compensation benefits in the event of his or her
death.

         1.3 "Change in Control" shall have the meaning set forth in Section 5.1
of the Plan.

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         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 Executive 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 8
hereof.

         1.6 "Compensation" shall mean the base salary and cash bonuses
described 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 "Eligible Compensation" shall mean projected annual compensation
from the Employer, determined on an annual basis by the Employer at or before
the beginning of the Plan Year, which may consist of salary, bonus, and/or
incentive payments, determined before any deductions under any qualified plan of
the Employer and excluding any special or non-recurring compensatory payments
such as moving or relocation bonuses or automobile allowances.

         1.9 "Employee" shall mean each employee of Employer who is selected to
participate in this Plan by the Committee and references to Employee herein
shall include references to an Employee's Beneficiary where the context so
requires.

         1.10 "Employer" shall mean American River Bank and any successor
organization thereto.

         1.11 "Hardship" shall have the meaning set forth in Section 3.6 of the
Plan.

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         1.12 "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.

         1.13 "Plan" shall mean the American River Bank 1998 Deferred
Compensation Plan.

         1.14 "Permanent Disability" shall mean that the Employee is unable to
engage in any substantial gainful activity by reason of any medical determinable
physical or mental impairment that can be expected to result in death or
otherwise meets the definition of "Permanent Disability" as set forth the in
Employer's Disability Plan. An Employee will not be considered to have a
Permanent Disability unless he or she furnishes proof of such condition
sufficient to satisfy the Employer, in its sole discretion.

                                    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 Employer.

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                                    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 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 3.8,
less taxes payable by Employer on account of such earnings. The amount or
percentage of Compensation that Employee elects to defer under Section 3.3 will
remain constant for the year of the election and should not be subject to change
during such year; each such election or discontinuance of election will continue
in force for each successive year until or unless suspended or modified by the
filing of a subsequent election with the Employer by the Employee in accordance
with Section 3.3 of the Plan. All deferrals pursuant to this Section 3.1 shall
be fully vested at all times. Deferral elections shall be subject to a minimum
dollar 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 and Appendix 3 hereto, "base salary" means an
Employee's regular annual compensation for a Plan Year, determined as of this
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 and
Appendix 3 hereto, "cash bonus" shall mean amounts (if any) awarded under the
bonus policies maintained by the Employer.

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         (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 termination of employment of Employee
with Employer, or (iv) upon the earlier to occur of (A) termination of
employment of Employee with Employer or (B) passage of a specified number of
years, as elected by Employee in accordance with the form attached hereto as
Appendix 2. A designation of the date of distribution shall be required as a
condition of participation under this Plan. 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
separate election form regarding the timing and form of distribution shall be
required of the Employee for each year of participation in the Plan. These
elections shall be made in accordance with Section 3.4 of this Plan.

         (b) Distributions shall be made to the maximum extent allowable under
the election made by Employee, except that no distribution shall be made 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 in subsequent years in the manner elected by the Employee
until the Employee's Account has been fully liquidated. For Employees who have
elected to receive payment in a lump sum or over sixty (60), one hundred twenty
(120) or one hundred eighty (180) months, the commencement date of the lump sum
payment or the sixty (60)-, one hundred twenty (120)- or one hundred eighty
(180)- month period

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(whichever is applicable) shall be automatically extended, when necessary to
satisfy the requirements of this subsection, for twelve (12) month periods until
all Account balances have been distributed in the manner elected by the
Employee.

         (c) Upon termination of Employee's employment with Employer by reason
of Permanent Disability prior to the date when payment of Account balances
otherwise would commence under the provisions of Section 3.2(a), Employee or
Employee's designated Beneficiary will be entitled to receive all amounts
credited to the Account of 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 Employee dies while employed by Employer and
prior to commencement of distributions pursuant to this Plan, or upon the death
of Employee after the date of termination of employment with Employer and prior
to complete distribution of the entire balance of Employee's Account, the
balance of the Account on the date of death shall be payable to Employee's
designated 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 Employee's Account, in a lump sum or in
monthly installments over a period of sixty (60), one hundred twenty (120) or
one hundred eighty (180) months as Employee shall designate. A designation of
the form of distribution shall be required as a condition of participation under
this Plan. Distribution of the lump sum or the first installment shall be made
or commence within thirty (30) days following the date specified in the first
sentence of Section 3.2(a). Subsequent installments, if any, shall be made on
the first day of each month following the first installment as determined by
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 such
installment, if any, shall take into account earnings credited

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to the balance of the Account remaining unpaid. The Employee's distribution
election shall be in the form attached hereto as Appendix 2.

         (f) Upon termination of Employee's employment with Employer by reason
other than death or Permanent Disability prior to the date when payment of
Account balances otherwise would commence under the provisions of Section
3.2(a), the Employer may, in the sole discretion of the Committee, distribute to
Employee or Employee's designated Beneficiary all amounts credited to the
Employee's Account as of the date of such termination (notwithstanding any
contrary election to receive distributions under the first sentence of Section
3.2(a)).

         3.3 ELECTION TO DEFER COMPENSATION. 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; provided, however, that 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. For the Plan
Year beginning on the Effective Date, each Employee shall have until April 30,
1998, in which to make an election for that Plan Year. Any deferral election
made by Employee shall be irrevocable with respect to any Compensation covered
by such election, including Compensation payable in the Plan Year in which the
election suspending or modifying the prior deferral election is delivered to
Employer. 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. The
election to defer compensation shall be in the form attached as Appendix 3.

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         3.4 DISTRIBUTION ELECTION. 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; provided,
however, that 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. For
the Plan Year beginning on the Effective Date, each Employee shall have until
April 30, 1998, in which to make a distribution election for that Plan Year. Any
distribution election made by Employee shall be irrevocable with respect to any
Compensation covered by such election. Employee's distribution election shall be
in the form attached hereto as Appendix 2.

         3.5 PAYMENT UPON CHANGE IN CONTROL. Notwithstanding any other
provisions of this Plan, the aggregate balances credited to and held in the
Employees' Accounts shall be distributed to Employees in a lump sum within
thirty (30) days of a Change in Control, as defined in Section 5.1.
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 Employee's election to remain
a participant in the Plan.

         3.6 HARDSHIP. (a) An Employee may apply for distributions from his or
her Account to the extent that the Employee demonstrates to the reasonable
satisfaction of the Committee that he or she needs the funds due to Hardship.
For purposes of this Section 3.6, a distribution is made on account of Hardship
only if the distribution is made on account of an unforeseeable immediate and
heavy financial need of the Employee and is necessary to satisfy that financial
need. Whether an Employee has an immediate and heavy financial need

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shall be determined by the Committee based on all relevant facts and
circumstances, and shall include, but not be limited to (i) the need to pay
funeral expenses of a family member; (ii) the need to pay expenses for medical
care for Employee, the Employee's spouse or any dependent of Employee; or (iii)
payments necessary to prevent the eviction of Employee from Employee's principal
residence or foreclosure on the mortgage on that residence. A Hardship
distribution shall not exceed the amount required to relieve the financial need
of the Employee, nor shall a Hardship distribution be made if the need may be
satisfied from other resources reasonably available to the Employee. For
purposes of this paragraph, an Employee's resources shall be deemed to include
those assets of the Employee's spouse and minor children that are reasonably
available to the Employee. Prior to approving a Hardship distribution, Employer
shall require the Employee to certify in writing that the Employee's financial
need cannot reasonably be relieved (i) through reimbursement or compensation by
insurance or otherwise; or (ii) by cessation of elective contributions under the
Plan; or (iii) by other distributions or nontaxable (at the time of the loan)
loans from plans maintained by the Employer or by any other employer, or by
borrowing from commercial sources on reasonable commercial terms, in an amount
sufficient to satisfy the need.

         (b) Any Employee receiving a Hardship distribution under this Section
3.6 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. In addition, a new Election of Deferral must be
submitted to the Employer as a condition of participation in the Plan.

         3.7 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.

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         3.8 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 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 4.

                                    SECTION 5

                                CHANGE IN CONTROL

         5.1 CHANGE IN CONTROL. For purposes of this Plan, a "Change in Control"
means the occurrence of any of the following:

         (i) When any "person", as such term is used in Section 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended ("Exchange Act") (other than
the Employer, a subsidiary thereof or an employee benefit plan of Employer,
including any trustee of such

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plan acting as trustee) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Employer representing fifty percent (50%) or more of the combined voting power
of the Employer's then outstanding securities, where such person's beneficial
ownership of the Employer's securities was not initiated by the Employer or
approved by the Employer's Board of Directors; or

         (ii) The occurrence of a transaction requiring shareholder approval,
and involving the sale of all or substantially all of the assets of the Employer
or the merger of the Employer with or into another corporation, where such
merger was not initiated by the Employer and in which Employer is not the
surviving entity; or

         (iii) A change in the composition of the Board of Directors of the
Employer, as a result of which fewer than a majority of the directors are
Incumbent Directors. "Incumbent Directors" shall mean directors who either (A)
are directors of the Employer as of the date hereof, or (B) are elected, or
nominated for election, to the Board of Directors of the Employer with the
affirmative votes of at least a majority of the Incumbent Directors at the time
of such election or nomination (but shall not include an individual whose
election or nomination is in connection with an actual or threatened proxy
contest relating to the election of directors to the Employer); or

         (iv) Any liquidation or dissolution of the Employer.

                                    SECTION 6

                          UNSECURED GENERAL OBLIGATION

         6.1 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

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Employees shall have no greater rights than general creditors of the Employer.

                                    SECTION 7

                            AMENDMENT AND TERMINATION

         7.1 AMENDMENT. The Committee 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.

                                    SECTION 8

                                 ADMINISTRATION

         8.1 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.

         8.2 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.

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         8.3 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 9

                            GENERAL AND MISCELLANEOUS

         9.1 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 Bank
                                 1545 River Park Drive, #107
                                 Sacramento, CA   95815
                                 Attn:  Chairman of the Board

         9.2 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

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<PAGE>

compensation for the purpose of computing benefits under any employee benefit
plan or other arrangement of the Employer for the benefit of its Employees.

         9.3 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.

         9.4 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.

         9.5 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.

         9.6 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.

         9.7 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

                                      -14-
<PAGE>

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.

         9.8 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.

         9.9 ARBITRATION. Unless settled by the parties to this Agreement, any
controversy or claim arising out of or relating to this Plan, or the breach
hereof, or the interpretation hereof, shall be settled by arbitration in
accordance with the Rules of the American Arbitration Association; and judgment
upon the award rendered in such arbitration shall be final and may be entered in
any court having jurisdiction thereof. All of the provisions of Section 1283.05
of the California Code of Civil Procedure are hereby expressly made applicable
to any such arbitration. Notice of the demand for arbitration shall be filed in
writing with the other party to this Agreement and with the American Arbitration
Association. 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. This agreement to arbitrate shall be specifically enforceable under
the then prevailing arbitration law.

         9.10 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.

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<PAGE>


                                   APPENDIX 1

                                 ACKNOWLEDGEMENT

The undersigned Employee hereby acknowledges that Employer has selected him or
her as a participant in the American River Bank 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. Employee acknowledges that he or she has had satisfactory
opportunity to ask questions regarding his or her participation in the Plan and
has received satisfactory answers to any questions asked. 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. Employee understands that his or her participation in
the Plan shall not begin until this Acknowledgement has been signed by Employee
and returned to Employer.


EMPLOYEE                                       AMERICAN RIVER BANK

Dated:  April ___, 1998                        Dated:  April ___, 1998



Signed:                                        Signed:
       ----------------------------                   --------------------------
                                                            Sam J. Gallina
                                                            Chairman of the
                                                            Board of Directors
           Employee's Address:

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

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<PAGE>


                                   APPENDIX 2

                              DISTRIBUTION ELECTION

Pursuant to Section 3.3 of the American River Bank 1998 Deferred Compensation
Plan (the "Plan"), I hereby elect to have all amounts credited to my Account
during the period of my participation in the Plan, together with any earnings
credited thereon, distributed to me on the terms elected below.

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

         ------            upon reaching age:
                                              ----
         ------            upon the passage of       years
                                               ----
         ------            upon termination of employment

         ------            upon the earlier to occur of termination of
                           employment or passage of     years
                                                   ----

         ------            upon the later to occur of termination of employment
                           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:   April ___, 1998


         Signed:
                 -----------------------

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<PAGE>


                                   APPENDIX 3

                                DEFERRAL ELECTION

I understand that, under Section 3.1 of the American River Bank 1998 Deferred
Compensation Plan (the "Plan"), the minimum annual deferral amount is $5,000 of
base salary or cash bonus and the maximum annual deferral amount is 80% of base
salary and 100% of cash bonus for the Plan Year in question. I elect, pursuant
to section 3.1 of the Plan, to make the following deferral(s) with respect to
compensation earned during the Plan Year beginning May 1, 1998 and ending
December 31, 1998:

               %           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 May 1, 1998. 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:    April ___, 1998


         Signed:
                   -------------------------

                                      -18-
<PAGE>




                                   APPENDIX 4

                             BENEFICIARY DESIGNATION

In the event I should die prior to the receipt of all money accrued to my credit
under this election, I elect to have the balance paid to the following named
individual(s) in the following percentage(s):

         100% to my spouse
                          --------------------

              %
         -----            --------------------
              %
         -----            --------------------


         Dated:  April ___, 1998


         Signed: ------------------------

                                      -19-