AMERICAN RIVER BANK SALARY CONTINUATION AGREEMENT

                                                                    EXHIBIT 99.1

                               AMERICAN RIVER BANK

                          SALARY CONTINUATION AGREEMENT

         THIS SALARY CONTINUATION AGREEMENT (this "Agreement") is made and
entered into this 3rd day of January, 2007, by and between American River Bank,
a California chartered, FDIC-insured bank with its main office in Sacramento,
California (the "Bank") and Kevin B. Bender (the "Executive").

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

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

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

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

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

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

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

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

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                                    Article 1
                                   Definitions

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

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
                           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.

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

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

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

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

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

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

         1.6       "Effective Date" means January 1, 2007.

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

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

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

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

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

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

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

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

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

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

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

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

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

                                    Article 2
                                Lifetime Benefits

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

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

         2.1.2     Payment of Benefit. The Bank shall pay the annual benefit
under Section 2.1 of this Agreement to the Executive in 12 equal monthly
installments payable on the first day of each month commencing with the month
following the Executive's Normal Retirement Date. The annual benefit shall be
paid to the Executive for ten (10) years.

         2.2       Early Termination Benefit. Upon Early Termination the Bank
shall pay to the Executive the benefit described in this Section 2.2 in lieu of
any other benefit under this Agreement.

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

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         2.2.2     Payment of Benefit. The Bank shall pay the annual benefit
under Section 2.2 of this Agreement to the Executive in 12 equal monthly
installments payable on the first day of each month commencing with the month
following the Early Termination Date. The annual benefit shall be paid to the
Executive for ten (10) years.

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

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

         2.3.2     Payment of Benefit. The Bank shall pay the Disability Benefit
to the Executive in 12 equal monthly installments payable on the first day of
each month commencing with the month following Termination of Employment due to
Disability. The annual benefit shall be paid to the Executive for ten (10)
years.

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

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

                  2.4.2     Payment of Benefit: ARB shall pay the Change in
Control benefit under Section 2.4 of this Agreement to the Executive in 12 equal
monthly installments payable on the first day of each month commencing with the
seventh (7th) month following the occurrence of any event described in clause
(i) or (ii) of Section 2.4. The annual benefit shall be paid to the Executive
for ten (10) years.

                                    Article 3
                                 Death Benefits

         3.1       Death During Active Service. If the Executive dies before the
Normal Retirement Age while in the active service of the Bank, the Bank shall
pay to the Executive's beneficiary the benefit set forth in Section 2.1 as if
the Termination of Employment occurred on the date he would have attai