1998 DEFERRED COMPENSATION PLAN



                                                                   EXHIBIT 10.22

                               FIRST AMENDMENT TO

                               AMERICAN RIVER BANK

                         1998 DEFERRED COMPENSATION PLAN

     THIS FIRST AMENDMENT TO THE AMERICAN RIVER BANK 1998 DEFERRED COMPENSATION
PLAN, is entered into as of the 20th day of December, 2000, between American
River Bank, a California state-chartered bank (the "Bank"), and the individuals
whose signatures appear herein below (the "Participants").

     WHEREAS, the Bank is a wholly-owned subsidiary of American River Holdings;

     WHEREAS, the Bank established the American River Bank 1998 Deferred
Compensation Plan (the "Plan") effective as of May 1, 1998, and the Participants
constitute all of the employees of the Bank who are currently participating in
the Plan;

     WHEREAS, the Bank desires to amend the Plan in certain respects to transfer
administration of the Plan from the Bank to American River Holdings, in order to
centralize administration of the Plan and permit participation in the Plan by
employees of American River Holdings and its other subsidiaries in addition to
the Bank; and

     WHEREAS, the Participants are willing to approve such changes, as set forth
in this First Amendment:

     NOW, THEREFORE, the Bank does hereby amend the Plan and the Participants do
hereby approve an amendment of the Plan as follows:

     1.  ADMINISTRATION AND PLAN NAME. The responsibility for administration of
the Plan shall be transferred to American River Holdings, the parent holding
company of American River Bank, effective as of the date of this First
Amendment. The name of the Plan shall be amended to read "American River
Holdings 1998 Deferred Compensation Plan." In connection therewith, the
definitions of "Employer" set forth at Section 1.10 and "Plan" set forth at
Section 1.13 are hereby amended to read as follows:

     "1.10 "Employer" shall mean American River Holdings and any successor
thereto; provided that, other than in the event of a "Change in Control" as set
forth at Section 5.1, the term "Employer" may mean the subsidiary to which an
employee provides his or her primary employment services whenever the context
reasonably requires."

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

     2.  ELIGIBILITY. Pursuant to the amended definitions set forth in paragraph
1 above, participation in the Plan shall be available to each employee of
American River Holdings and its subsidiaries who may be selected to participate
as set forth in Section 2.1 of the Plan. In connection therewith, the definition
of "Employee" set forth at Section 1.9 is hereby amended to read as follows:

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     "1.9 "Employee" shall mean each employee of Employer and its subsidiaries
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."

     3.  The Plan, including the Appendices, is hereby amended to the extent
necessary to delete any reference to American River Bank and substitute American
River Holdings in lieu thereof.

     4.  Except as amended by this First Amendment, all of the provisions of the
Plan shall be unmodified and remain in full force and effect.

     IN WITNESS WHEREOF, the Bank and the Participants have executed this First
Amendment to the American River Bank 1998 Deferred Compensation Plan, effective
as of the date first above written.

     AMERICAN RIVER BANK               PARTICIPANTS

     By: /s/ WILLIAM L. YOUNG          /s/ DAVID T. TABER
     ------------------------          ------------------

     William L. Young, CEO             David T. Taber
     ---------------------             --------------
     Type/Print Name and Title         Type/Print Name


                                       /s/ MITCHELL A. DERENZO
                                       -----------------------

                                       Mitchell A. Derenzo
                                       -------------------
                                       Type/Print Name


                                       /s/ DOUGLAS E. TOW
                                       ------------------

                                       Douglas E. Tow
                                       --------------
                                       Type/Print Name

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