EXHIBIT 10.34

               American River Bankshares Director Emeritus Program


         Each Director upon full retirement from American River Bankshares (the
"Company") and affiliate Board(s) of Directors is entitled to participate in the
American River Bankshares Director Emeritus Program (the "Program"). The Program
allows for retiring directors to receive payments totaling that Director's
compensation for the previous two full calendar years to be paid in monthly
installments for the subsequent 24 months after retirement.

         The Program is designed to compensate those Director's that have served
at least 10 years at a higher level than those that have served for just a few
years. The intent is to recognize those that have gained a greater understanding
of the Company through their years of service and those that may be able to
provide a higher quality of consulting services to the Company after retirement.
To accomplish this, the Program would pay the Director Emeritus 10% of the above
referenced compensation for each year of service with the full amount being paid
to the Directors with ten years of previous service.

         Under the Program, the Director Emeritus will continue to support the
Company by making himself/herself available for consultation with management
and/or the Board, continuing to be a referral source for business to the Company
and attending Company functions such as annual meetings for a period of two
years after retirement. The payments will continue as long as the Director
Emeritus provides the above services. The Board will determine if the Director
Emeritus is still eligible for the Program based upon communications with the
Director Emeritus, feedback from Company management and the quality of the
services provided by the Director Emeritus. Provided that such Director Emeritus
has met the requirements of the Program, upon such Director Emeritus' death,
compensation shall continue to be paid to the estate of any Director Emeritus.
After the death of any Director Emeritus, any service obligations of such
Director Emeritus imposed by the Program shall not be binding upon the estate of
said Director Emeritus.

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