AMERICAN RIVER HOLDINGS
S-4/A, EX-99.2, 2000-08-02
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                                                                    EXHIBIT 99.2

                     NORTH COAST BANK, NATIONAL ASSOCIATION

                       SOLICITED BY THE BOARD OF DIRECTORS

                     FOR THE SPECIAL MEETING OF SHAREHOLDERS

                            ON _______________, 2000

         The undersigned holder of common stock acknowledges receipt of a copy
of the notice of special meeting of shareholders of North Coast Bank, N.A. and
the accompanying joint proxy statement/prospectus dated ______________, 2000 and
revoking any proxy heretofore given, hereby constitutes and appoints Herbert C.
Steiner and Leo J. Becnel, and each of them, with full power of substitution, as
attorneys and proxies to appear and vote all of the shares of common stock of
North Coast Bank, N.A., a national banking association, outstanding in the name
of the undersigned which the undersigned could vote if personally present and
acting at the special meeting of shareholders of North Coast Bank, N.A., to be
held at the administrative office of the Bank, located at 50 Santa Rosa Avenue,
Santa Rosa, California, on ________________, 2000, at ___:___ __.m. or at any
postponements or adjournments thereof, upon the following items as set forth in
the notice of meeting and joint proxy statement/prospectus and to vote according
to their discretion on all matters which may be properly presented for action at
the meeting or any postponements or adjournments thereof.

         UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE
FOLLOWING ITEMS:

         1. To consider and vote on a proposal to approve the Agreement and Plan
of Reorganization and Merger, dated as of March 1, 2000, among American River
Holdings, North Coast Bank, N.A. and ARH Interim National Bank, the Agreement of
Merger attached as exhibit A to the Agreement and Plan of Reorganization and
Merger, and the transactions contemplated by these agreements, including the
merger of North Coast Bank, N.A. into ARH Interim National Bank.

          [ ]   FOR           [ ]   AGAINST             [ ]   ABSTAIN

         2. In their discretion, to transact such other business as may properly
come before the annual meeting or any postponements or adjournments of the
annual meeting.

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1 SET FORTH
ABOVE. THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS MADE, IT WILL BE VOTED "FOR" PROPOSAL 1 SET FORTH ABOVE.
<PAGE>

                                                     No. of Common Shares ______

SHAREHOLDER(S)

_____________________________

_____________________________

Date: _________________, 2000

                                             Please date and sign exactly as
                                             your name(s) appears. When signing
                                             as attorney, executor,
                                             administrator, trustee, or
                                             guardian, please give full title.
                                             If more than one trustee, all
                                             should sign. All joint owners
                                             should sign. WHETHER OR NOT YOU
                                             PLAN TO ATTEND THIS MEETING, PLEASE
                                             EITHER DATE, SIGN AND RETURN THIS
                                             PROXY AS PROMPTLY AS POSSIBLE IN
                                             THE ENCLOSED POSTAGE-PAID ENVELOPE.

                                                 I/we do [ ] or do not [ ]expect
                                                 to attend this meeting.

                THISPROXY IS SOLICITED BY, AND ON BEHALF OF, THE
          BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE.


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