Summary of AMERICAN RIVER BANKSHARES

Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(d) (1) On March 18, 2009, the Registrant appointed Philip A. Wright as a director effective March 18, 2009. Registrant issued a press release dated March 19, 2009 regarding the appointment of Mr. Wright as a director of Registrant, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(2) Not Applicable.

(3) Mr. Wright will serve on the Company's Finance and Capital Committee and the subsidiary banks Loan Committee.

(4) Not Applicable.

(e) (2) On March 18, 2009, the Board of Directors of the registrant, American River Bankshares, approved the Fourth Amendment to the American River Bankshares 2005 Executive Annual Incentive Plan (the "Plan"). The Fourth Amendment modifies Attachment A of the Plan by setting the performance metrics and the weightings for 2009, and Attachment B of the Plan, Funding Thresholds, by adjusting the performance targets based upon the registrants 2009 budget. This amendment should be read in conjunction with the Plan, incorporated by reference from Exhibit 99.1 to the Registrant's Report on Form 8-K, filed with the Commission on October 27, 2005, the First Amendment thereto, incorporated by reference from Exhibit 99.1 to the Registrant's Report on Form 8-K, filed with the Commission on March 17, 2006, the Second Amendment thereto, incorporated by reference from Exhibit 99.1 to the Registrant's Report on Form 8-K, filed with the Commission on March 23, 2007 and the Third Amendment thereto, incorporated by reference from the Registrant's Report on Form 8-K, filed with the Commission on February 22, 2008. The targets for the 2009 performance metrics have been reset to the budget for 2009. In addition the targets for Return on Average Assets, Return on Tangible Equity and Earnings Per Share are calculated on a pre-incentive, after tax basis. The Fourth Amendment sets the performance metrics and the weightings for 2009 for the incentive compensation plan as follows:

The following weightings were assigned to the metrics for the Chief Executive Officer, the Chief Financial Officer, the Chief Credit Officer and the Chief Information Officer based on results of the Company:

Return on Average Assets          20%
Return on Average Tangible Equity 20%
Diluted Earnings Per Share        20%
Core Deposit Growth               10%
Net Loan Growth                   10%
Classified Loans to Equity        20%

The following weightings were assigned to the metrics for the Regional Bank President North Coast Bank, a division of American River Bank:

Return on Average Assets of the Company                10%
Return on Average Tangible Equity of the Company       10%
Return on Average Assets of the Regional Bank          40%
Core Deposit Growth of the Regional Bank               10%
Total Loan Growth of the Regional Bank                 10%

Classified Loans to Average Loans of the Regional Bank 20%

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