AMERICAN RIVER BANK SALARY CONTINUATION AGREEMENT MODIFICATION

                                                                    EXHIBIT 99.5

                               AMERICAN RIVER BANK

                   SALARY CONTINUATION AGREEMENT MODIFICATION
                   ------------------------------------------

American River Bank, a California chartered, FDIC-insured bank with its main
office in Sacramento, California (the "Bank") and Douglas E. Tow (the
"Executive") agree to modify the parties' Salary Continuation Agreement dated
June 2, 2006 ("Agreement") as set forth herein. Except as expressly provided
herein, the parties' Agreement shall remain unchanged and in full force and
effect. The Bank is a wholly-owned subsidiary of American River Bankshares, a
California corporation and bank holding company registered under the Bank
Holding Company Act of 1956, as amended, ("AMRB").

Modification No. 1:
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The word "premises" in ninth paragraph of the Agreement is replaced with the
word "promises."

Modification No. 2:
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Article 1 of the Agreement shall read:

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

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

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

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

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

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

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

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

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