Edgar Filing: RIVERVIEW BANCORP INC

proxy08.htm

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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RIVERVIEW BANCORP, INC.
(Name of Registrant as Specified in Its Charter)


(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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June 20, 2008

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Riverview Bancorp, Inc. The meeting will be held at the Riverview Center, 17205 S.E. Mill Plain Boulevard, Vancouver, Washington, on Wednesday, July 16, 2008 at 10:00 a.m., local time.

The Notice of Annual Meeting of Stockholders and Proxy Statement appearing on the following pages describe the formal business to be transacted at the meeting. During the meeting, we will also report on our operations. Directors and officers, as well as a representative of Deloitte & Touche LLP, our independent auditor, will be present to respond to appropriate questions of stockholders.

We would like to remind you of the investment presentation by our trust company, Riverview Asset Management Corp., starting at 9:30 a.m. prior to the Annual Meeting of Stockholders.

It is important that your shares are represented at this meeting, whether or not you attend the meeting in person and regardless of the number of shares you own. To make sure your shares are represented, we urge you to complete and mail the enclosed proxy card. If you attend the meeting, you may vote in person even if you have previously mailed a proxy card.

We look forward to seeing you at the meeting.

	Sincerely,

	/s/ Patrick Sheaffer

	Patrick Sheaffer
	Chairman and Chief Executive Officer

RIVERVIEW BANCORP, INC.

900 WASHINGTON STREET

SUITE 900

VANCOUVER, WASHINGTON 98660

(360) 693-6650

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 16, 2008

Notice is hereby given that the Annual Meeting of Stockholders of Riverview Bancorp, Inc. will be held at the Riverview Center, 17205 S.E. Mill Plain Boulevard, Vancouver, Washington, on Wednesday, July 16, 2008, at 10:00 a.m., local time, for the following purpose:

Proposal 1:

To elect two directors to each serve for a three-year term.

We will also consider and act upon such other matters as may properly come before the meeting or any adjournments or postponements thereof. As of the date of this notice, we are not aware of any other business to come before the meeting.

The Board of Directors has fixed the close of business on May 21, 2008 as the record date for the annual meeting. This means that stockholders of record at the close of business on that date are entitled to receive notice of, and to vote at, the meeting and any adjournment thereof. To ensure that your shares are represented at the meeting, please take the time to vote by signing, dating and mailing the enclosed proxy card which is solicited by the Board of Directors. The proxy will not be used if you attend and vote at the annual meeting in person. Regardless of the number of shares you own, your vote is very important. Please act today.

	BY ORDER OF THE BOARD OF DIRECTORS

	/s/ Phyllis Kreibich

	PHYLLIS KREIBICH
	CORPORATE SECRETARY

Vancouver, Washington

June 20, 2008

IMPORTANT: The prompt return of proxies will save us the expense of further requests for proxies in order to ensure a quorum at the meeting. A self-addressed envelope is enclosed for your convenience. No postage is required if mailed in the United States.

PROXY STATEMENT

RIVERVIEW BANCORP, INC.

900 WASHINGTON STREET

SUITE 900

VANCOUVER, WASHINGTON 98660

(360) 693-6650

ANNUAL MEETING OF STOCKHOLDERS

JULY 16, 2008

The Board of Directors of Riverview Bancorp, Inc. is using this proxy statement to solicit proxies from our stockholders for use at the annual meeting of stockholders. We are first mailing this proxy statement and the enclosed form of proxy to our stockholders on or about June 20, 2008.

The information provided in this proxy statement relates to Riverview Bancorp, Inc. and its wholly-owned subsidiary, Riverview Community Bank. Riverview Bancorp, Inc. may also be referred to as ARiverview@ and Riverview Community Bank may also be referred to as the ABank.@ References to Awe,@ Aus@ and Aour@ refer to Riverview and, as the context requires, Riverview Community Bank.

INFORMATION ABOUT THE ANNUAL MEETING

Our annual meeting will be held as follows:

Date:	Wednesday, July 16, 2008
Time:	10:00 a.m., local time

Place:

Riverview Center, located at 17205 S.E. Mill Plain Boulevard, Vancouver, Washington

Matters to Be Considered at the Annual Meeting

At the meeting, you will be asked to consider and vote upon the following proposal:

Proposal 1.

Election of two directors of Riverview Bancorp, Inc. to each serve for a three-year term.

We also will transact any other business that may properly come before the annual meeting. As of the date of this proxy statement, we are not aware of any other business to be presented for consideration at the annual meeting other than the matters described in this proxy statement.

Who is Entitled to Vote?

We have fixed the close of business on May 21, 2008 as the record date for stockholders entitled to notice of and to vote at our annual meeting. Only holders of record of Riverview=s common stock on that date are entitled to notice of and to vote at the annual meeting. You are entitled to one vote for each share of Riverview common stock you own, unless you own more than 10% of Riverview=s outstanding shares. As provided in our Articles of Incorporation, record holders of common stock who beneficially own in excess of 10% of Riverview=s outstanding shares are not entitled to any vote in respect of the shares held in excess of the 10% limit. On May 21, 2008, there were 10,913,773 shares of Riverview common stock outstanding and entitled to vote at the annual meeting.

How Do I Vote at the Annual Meeting?

Proxies are solicited to provide all stockholders of record on the voting record date an opportunity to vote on matters scheduled for the annual meeting and described in these materials. You are a stockholder of record if your shares of Riverview common stock are held in your name. If you are a beneficial owner of Riverview common stock held by a broker, bank or other nominee (i.e., in Astreet name@), please see the instructions in the following question.

Shares of Riverview common stock can only be voted if the stockholder is present in person or by proxy at the annual meeting. To ensure your representation at the annual meeting, we recommend you vote by proxy even if you plan to attend the annual meeting. You can always change your vote at the meeting if you are a stockholder of record.

Voting instructions are included on your proxy card. Shares of Riverview common stock represented by properly executed proxies will be voted by the individuals named on the proxy card in accordance with the stockholder=s instructions. Where properly executed proxies are returned to us with no specific instruction as how to vote at the annual meeting, the persons named in the proxy will vote the shares AFOR@ the election of each of our director nominees. If any other matters are properly presented at the annual meeting for action, the persons named in the enclosed proxy and acting thereunder will have the discretion to vote on these matters in accordance with their best judgment. We do not currently expect that any other matters will be properly presented for action at the annual meeting.

You may receive more than one proxy card depending on how your shares are held. For example, you may hold some of your shares individually, some jointly with your spouse and some in trust for your children. In this case, you will receive three separate proxy cards to vote.

What if My Shares Are Held in Street Name?

If you are the beneficial owner of shares held in street name by a broker, your broker, as the record holder of the shares, is required to vote the shares in accordance with your instructions. If your common stock is held in street name, you will receive instructions from your broker that you must follow in order to have your shares voted. Your broker may allow you to deliver your voting instructions via the telephone or the Internet. Please see the instruction form that accompanies this proxy statement. If you do not give instructions to your broker, your broker may nevertheless vote the shares with respect to discretionary items, but will not be permitted to vote your shares with respect to non-discretionary items, pursuant to current industry practice. In the case of non-discretionary items, shares not voted are treated as Abroker non-votes.@ The proposal to elect directors described in this proxy statement is considered a discretionary item under the rules of The Nasdaq Stock Market LLC (ANasdaq@).

If your shares are held in street name, you will need proof of ownership to be admitted to the annual meeting. A recent brokerage statement or letter from the record holder of your shares are examples of proof of ownership. If you want to vote your shares of common stock held in street name in person at the annual meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

How Will My Shares of Common Stock Held in the Employee Stock Ownership Plan Be Voted?

We maintain an employee stock ownership plan (AESOP@) for the benefit of our employees. Each ESOP participant may instruct the ESOP trustee how to vote the shares of Riverview common stock allocated to his or her account under the ESOP by completing the voting instruction card distributed by the ESOP trustee. If an ESOP participant properly executes the voting instruction card, the ESOP trustee will vote the participant=s shares in accordance with the participant=s instructions. Unallocated shares of Riverview common stock held by the ESOP and allocated shares for which no voting instructions are received will be voted by the trustee in the same proportion as shares for which the trustee has received voting instructions. As of the close of business on the voting record date, May 21, 2008, 549,689 shares have been allocated to participants= accounts. The trustees of the ESOP are Patrick Sheaffer, Ronald A. Wysaske, John A. Karas and David A. Dahlstrom. The deadline for returning your voting instructions to the trustees is July 7, 2008.

How Many Shares Must Be Present to Hold the Meeting?

A quorum must be present at the meeting for any business to be conducted. The presence at the meeting, in person or by proxy, of at least a majority of the shares of Riverview common stock entitled to vote at the annual meeting as of the record date will constitute a quorum. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the meeting.

What if a Quorum Is Not Present at the Meeting?

If a quorum is not present at the scheduled time of the meeting, a majority of the stockholders present or represented by proxy may adjourn the meeting until a quorum is present. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice will be given unless the meeting is adjourned for 120 days or more. An adjournment will have no effect on the business that may be conducted at the meeting.

Vote Required to Approve Proposal 1: Election of Directors

Directors are elected by a plurality of the votes cast, in person or by proxy, at the annual meeting by holders of Riverview common stock. Accordingly, the two nominees for election as directors who receive the highest number of votes actually cast will be elected. Pursuant to our Articles of Incorporation, stockholders are not permitted to cumulate their votes for the election of directors. Votes may be cast for or withheld from each nominee. Votes that are withheld and broker non-votes will have no effect on the outcome of the election because the nominee receiving the greatest number of votes will be elected. Our Board of Directors unanimously recommends that you vote AFOR@ the election of each of its director nominees.

May I Revoke My Proxy?

You may revoke your proxy before it is voted by:

$	submitting a new proxy with a later date;

$	notifying the Corporate Secretary of Riverview in writing before the annual meeting that you have revoked your proxy; or

$	voting in person at the annual meeting.

If you plan to attend the annual meeting and wish to vote in person, we will give you a ballot at the annual meeting. However, if your shares are held in street name, you must bring a validly executed proxy from the nominee indicating that you have the right to vote your shares.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of May 21, 2008, the voting record date, information regarding share ownership of:

$	those persons or entities (or groups of affiliated persons or entities) known by management to beneficially own more than five percent of Riverview=s common stock other than directors and executive officers;

$	each director and director nominee of Riverview;

$	each executive officer of Riverview or Riverview Community Bank named in the Summary Compensation Table appearing under AExecutive Compensation@ below (known as Anamed executive officers@); and

$	all current directors and executive officers of Riverview and Riverview Community Bank as a group.

Persons and groups who beneficially own in excess of five percent of Riverview=s common stock are required to file with the Securities and Exchange Commission (ASEC@), and provide a copy to us, reports disclosing their ownership pursuant to the Securities Exchange Act of 1934. To our knowledge, no other person or entity, other than those set forth below, beneficially owned more than five percent of the outstanding shares of Riverview=s common stock as of the close of business on the voting record date.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In accordance with Rule 13d-3 of the Securities Exchange Act, a person is deemed to be the beneficial owner of any shares of common stock if he or she has voting and/or investment power with respect to those shares. Therefore, the table below includes shares owned by spouses, other immediate family members in trust, shares held in retirement accounts or funds for the benefit of the named individuals, and other forms of ownership, over which shares the persons named in the table may possess voting and/or investment power. In addition, in computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to outstanding options that are currently exercisable or exercisable within 60 days after the voting record date are included in the number of shares beneficially owned by the person and are deemed outstanding for the purpose of calculating the person=s percentage ownership. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Name	Number of Shares Beneficially Owned (1)	Percent of Shares Outstanding

Beneficial Owners of More Than 5%

Riverview Community Bank	796,019	7.29
Employee Stock Ownership Plan Trust
900 Washington Street, Suite 900
Vancouver, Washington 98660

Dimensional Fund Advisors LP (2)	801,178	7.34
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401

Directors

Gary R. Douglass	56,034	*
Paul L. Runyan	252,902 (3)	2.32
Edward R. Geiger	36,304 (4)	*
Michael D. Allen	42,378	*
Jerry C. Olson	10,014	*

Named Executive Officers

Patrick Sheaffer**	569,456	5.22
Ronald A. Wysaske**	216,180	1.98
John A. Karas	69,335	*
David A. Dahlstrom	47,658	*
Kevin J. Lycklama	1,381	*
Ronald L. Dobyns (5)	16,744	*

All Executive Officers and Directors as a Group (12 persons)	1,343,402	12.31

______________

*	Less than one percent of shares outstanding.
**	Mr. Sheaffer and Mr. Wysaske are also directors of Riverview.
(1)	The amounts shown include the following shares of common stock which the named individuals have the right to acquire within 60 days of the voting record date through the exercise of stock options granted pursuant to our stock option plans: Mr. Douglass, 8,000 shares; Mr. Runyan, 8,000 shares; Mr. Geiger, 27,996 shares; Mr. Allen, 8,000 shares; Mr. Olson, 2,000 shares; Mr. Sheaffer, 16,000 shares; Mr. Wysaske, 35,780 shares; Mr. Karas, 16,000 shares; Mr. Dahlstrom, 36,000 shares; Mr. Lycklama, 1,000 shares; and all Riverview executive officers and directors as a group, 176,776 shares.
(2)	Based solely on a Schedule 13G/A filed with the SEC on February 6, 2008. Dimensional Fund Advisors LP (ADimensional@), an investment advisor registered under the Investment Advisors Act of 1940, furnishes investment advice to four investment companies, and serves as investment manager to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the AFunds.@ In its role as investment advisor or manager, Dimensional possesses investment and/or voting power over the securities of Riverview that are owned by the Funds, and may be deemed to be the beneficial owner of these shares; however, these securities are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.
(3)	Held jointly with his wife.
(4)	Includes 3,468 shares held jointly with his wife.
(5)	Mr. Dobyns resigned on January 11, 2008.

PROPOSAL 1 B ELECTION OF DIRECTORS

Our Board of Directors consists of seven members and is divided into three classes. Approximately one-third of the directors are elected annually to serve for a three-year period or until their respective successors are elected and qualified. The table below sets forth information regarding each director of Riverview and each nominee for director. The Nominating Committee of the Board of Directors selects nominees for election as directors. All of our nominees currently serve as Riverview directors. Each nominee has consented to being named in this proxy statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have withheld authority. At this time, we are not aware of any reason why a nominee might be unable to serve if elected.

The Board of Directors recommends a vote AFOR@ the election of Patrick Sheaffer and Edward R. Geiger, each for a three-year term.

Name	Age as of March 31, 2008	Year First Elected or Appointed Director (1)	Term to Expire

BOARD NOMINEES

Patrick Sheaffer	68	1979	2011(2)
Edward R. Geiger	65	1999	2011(2)

DIRECTORS CONTINUING IN OFFICE

Jerry C. Olson	66	2007	2009
Gary R. Douglass	66	1994	2009
Paul L. Runyan	73	1979	2010
Ronald A. Wysaske	55	1985	2010
Michael D. Allen	66	2001	2010

____________

(1)	Includes service on the Board of Directors of Riverview Community Bank.
(2)	Assuming the individual is re-elected.

Set forth below is the principal occupation of each nominee for director and each director continuing in office. All nominees and directors have held their present positions for at least five years unless otherwise indicated.

Patrick Sheaffer joined Riverview Community Bank in 1963 and has served as Chief Executive Officer since 1976. He became Chairman of the Board in 1993. He has been Chairman of the Board and Chief Executive Officer of Riverview since its inception in 1997. He is responsible for the daily operations and the management of Riverview. Mr. Sheaffer is active in numerous professional and civic organizations.

Edward R. Geiger is a retired business management and executive search consultant with over 40 years of experience. Prior to establishing his consulting firm, Mr. Geiger was Corporate Controller at Pacific Telecom, Inc. His prior experience also includes three other Fortune 500 companies, municipal government and the military. Mr. Geiger, an inactive certified public accountant, is an active volunteer currently serving on the boards of directors of several non-profit organizations.

Jerry C. Olson is President and Chief Executive Officer of Olson Engineering, Inc. A graduate of Oregon State University with a Masters in Forest Engineering, Mr. Olson holds many professional designations including Professional Engineer, Professional Land Surveyor and Certified Forester. He is actively involved in many regional business organizations, including Washington State=s Department of Natural Resources Board and the Engineering and Surveying Licensing Board. In addition, Mr. Olson=s local board involvement includes the Columbia River Economic Development Council, Building Industry Association of SW Washington, Responsible Growth Forum and the Commercial Real Estate Economic Coalition.

Gary R. Douglass, is a retired certified public accountant. Prior to his retirement, he had been in private practice in Camas, Washington since 1978 and retired as a partner of Douglass, Paulson & Lessard, CPAs, PC in April 2004. He serves on the Board of Directors of Riverview Asset Management Corp. and serves on the Management Committee of Orchard Hills Country Club.

Paul L. Runyan was the owner and operator of Runyan=s Jewelry Store in Camas and White Salmon, Washington from 1954 until his retirement in 2004. He is an active member of numerous civic and community organizations, including the White Salmon Elks, Order of the Eastern Star of the Grand Chapter of Washington and Masonic Lodge in Washougal and White Salmon. Mr. Runyan owns and operates the Mountain Brook Tree Farm near White Salmon. He also serves on the Board of Directors of Riverview Asset Management Corp.

Ronald A. Wysaske joined Riverview Community Bank in 1976. He became President and Chief Operating Officer of the Bank and Riverview in February 2004. He has been a member of the Board of Directors of the Bank since 1985, and Riverview since its inception in 1997. Prior to his appointment as President and Chief Operating Officer, he served as Executive Vice President, Treasurer and Chief Financial Officer of the Bank since 1981 and of Riverview since its inception. He is responsible for the daily operations and the management of Riverview Community Bank. Mr. Wysaske holds a B.A. and an M.B.A. from Washington State University, and is active in numerous professional, educational and civic organizations.

Michael D. Allen is retired after a 40-year career in the banking industry. Mr. Allen began his career with Seattle First National Bank in 1964 and progressed through a number of management positions, including serving as Vice President and Credit Supervisor for Southwest Washington. From 1989 until 1998, Mr. Allen served as Executive Vice President of Northwest National Bank, responsible for commercial and retail banking operations. During that bank=s pending acquisition by US Bank, Mr. Allen served as President from 1998 until 1999. He is a past board member of the Southwest Washington Private Industry Council, Identity Clark County, the Vancouver Housing Authority and the Community Housing Resource Center.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

AND CORPORATE GOVERNANCE MATTERS

Board of Directors

The Boards of Directors of Riverview and Riverview Community Bank conduct their business through Board and committee meetings. During the fiscal year ended March 31, 2008, the Riverview Board of Directors held eight regular meetings and the Bank Board of Directors held nine regular meetings. Neither Board held any special meetings during the year ended March 31, 2008. No director attended fewer than 75% of the total meetings of the Boards and committees on which he served during this period.

Committees and Committee Charters

Riverview=s Board of Directors has standing Audit and Nominating Committees. Riverview Community Bank=s Board of Directors has standing Executive, Audit, Personnel/Compensation, Compliance and Risk Management, Senior Loan and Nominating Committees. Riverview=s Board of Directors does not have its own compensation committee because Riverview has no employees. Riverview=s Audit and Nominating Committees have adopted written charters, copies of which are available on our website at www.riverviewbank.com.

Committees of the Riverview Board of Directors

The Executive Committee consists of Directors Sheaffer (Chairman), Geiger and Runyan. This Committee meets as necessary in between meetings of the full Board of Directors. The Executive Committee did not meet during the fiscal year ended March 31, 2008.

The Audit Committee consists of Directors Geiger (Chairman), Allen and Runyan, and is responsible for developing and monitoring the audit program. It also has the sole authority to appoint or replace our independent auditor.

The Committee meets with the independent auditor to discuss the results of the annual audit and quarterly procedures. The members of the Committee also receive and review all the reports, findings and other information presented to them by the officers regarding financial reporting policies and practices. Each member of the Audit Committee is Aindependent,@ in accordance with the requirements for companies listed on Nasdaq. In addition, Mr. Geiger has been designated by the Board of Directors as the Aaudit committee financial expert,@ as defined by the SEC. The Audit Committee met seven times during the fiscal year ended March 31, 2008.

The Nominating Committee consists of Directors Runyan (Chairman), Douglass and Allen, and is responsible for selecting nominees for the election of directors and developing a list of nominees for Board vacancies. Each member of the Committee is Aindependent,@ in accordance with the requirements for companies quoted on The Nasdaq Stock Market. The Committee met three times during the fiscal year ended March 31, 2008.

Only those nominations made by the Committee or properly presented by stockholders will be voted upon at the annual meeting. In its deliberations for selecting candidates for nominees as director, the Nominating Committee considers the candidate=s knowledge of the banking business and involvement in community, business and civic affairs, and also considers whether the candidate would provide for adequate representation of the market area of Riverview Community Bank. Any nominee for director made by the Committee must be highly qualified with regard to some or all these attributes. In searching for qualified director candidates to fill vacancies in the Board, the Committee solicits its current Board of Directors for names of potentially qualified candidates. Additionally, the Committee may request that members of the Board of Directors pursue their own business contacts for the names of potentially qualified candidates. The Committee would then consider the potential pool of director candidates, select the candidate the Committee believes best meets the then-current needs of the Board, and conduct a thorough investigation of the proposed candidate=s background to ensure there is no past history that would cause the candidate not to be qualified to serve as a Riverview director. The Committee will consider director candidates recommended by our stockholders. If a stockholder submits a proposed nominee, the Committee would consider the proposed nominee, along with any other proposed nominees recommended by members of our Board of Directors, in the same manner in which the Committee would evaluate its nominees for director. For a description of the proper procedure for stockholder nominations, see AStockholder Proposals and Nominations@ in this proxy statement.

Committees of the Riverview Community Bank Board of Directors

The Executive Committee, which consists of Directors Sheaffer (Chairman), Geiger and Runyan, meets as necessary in between meetings of the full Board of Directors. This Committee met ten times during the fiscal year ended March 31, 2008.

The Audit Committee consists of Directors Geiger (Chairman), Allen and Runyan, and is responsible for developing and monitoring the audit program. The Committee meets with the independent auditor to discuss the results of the annual audit and quarterly procedures. The members of the Committee also receive and review all the reports, findings and other information presented to them by the officers regarding financial reporting policies and practices. The Audit Committee met seven times during the fiscal year ended March 31, 2008.

The Personnel/Compensation Committee consists of Directors Douglass (Chairman), Runyan and Olson. This Committee determines annual grade and salary levels for Riverview Community Bank employees and establishes personnel policies. Each member of the Personnel/Compensation Committee is Aindependent,@ in accordance with the requirements for companies listed on Nasdaq. The Personnel/Compensation Committee met four times during the fiscal year ended March 31, 2008.

The Risk Management Committee (formerly the Compliance Committee) consists of Directors Olson (Chairman), Allen, Douglass, Geiger, Runyan, Sheaffer and Wysaske, and Don Sasaki, the Risk Manager of the Bank, who does not vote on matters presented to the Committee. This Committee is responsible for directing and monitoring the internal audit and compliance programs. The Risk Management Committee met three times during the fiscal year ended March 31, 2008.

The Senior Loan Committee consists of Directors Sheaffer, Allen and Douglass, and is chaired by Executive Vice President David A. Dahlstrom, who does not vote on matters presented to the Committee. The Committee reviews

and approves all aggregate lending relationships from $4 million to Riverview Community Bank=s internal loan limit. The Senior Loan Committee met 32 times during the fiscal year ended March 31, 2008.

Corporate Governance

We are committed to establishing and maintaining high standards of corporate governance. The Board of Directors is cognizant of its responsibility to comply with the provisions contained in the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC adopted thereunder, and Nasdaq with respect to corporate governance. The Board and its committees will continue to evaluate and improve our corporate governance principles and policies as necessary and as required.

Code of Ethics. On January 16, 2008, the Board of Directors revised the Officer and Director Code of Ethics, that had originally been adopted December 17, 2003. The Code is applicable to each of Riverview=s directors and officers, including the principal executive officer and senior financial officers, and requires individuals to maintain the highest standards of professional conduct. A copy of the Code of Ethics is available on our website at www.riverviewbank.com.

Communication with the Board of Directors. The Board of Directors maintains a process for stockholders to communicate with the Board. Stockholders wishing to communicate with the Board should send any communication to the Corporate Secretary, Riverview Bancorp, Inc., 900 Washington Street, Suite 900, Vancouver, Washington 98660. Any communication must state the number of shares beneficially owned by the stockholder making the communication. The Corporate Secretary will forward such communication to the full Board of Directors or to any individual director or directors to whom the communication is directed unless the communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Corporate Secretary has the authority to discard the communication or take appropriate legal action.

Annual Meeting Attendance by Directors. We do not have a policy regarding Board member attendance at annual meetings of stockholders. All members of the Board of Directors attended the 2007 annual meeting of stockholders.

Related Party Transactions. Federal regulations require that all loans or extensions of credit to executive officers and directors must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons (unless the loan or extension of credit is made under a benefit program generally available to all other employees and does not give preference to any insider over any other employee) and does not involve more than the normal risk of repayment or present other unfavorable features. Riverview Community Bank is therefore prohibited from making any new loans or extensions of credit to its executive officers and directors at different rates or terms than those offered to the general public and has adopted a policy to this effect. The aggregate amount of loans by the Bank to its executive officers and directors was approximately $418,000 at March 31, 2008. These loans (i) were made in the ordinary course of business, (ii) were made on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the time for comparable transactions with the Bank=s other customers and (iii) did not involve more than the normal risk of collectibility or present other unfavorable features when made. Loans in amounts up to $13.5 million are granted pursuant to Riverview Community Bank=s normal approval procedures. All loans and aggregate loans to individual directors and executive officers are required to be reviewed by the Executive Committee and reported to the Board. All loan approval and review procedures are governed by written policies.

Director Independence. Our common stock is listed on the Nasdaq Global Select Market. In accordance with Nasdaq requirements, at least a majority of our directors must be independent directors. The Board has determined that five of our seven directors are independent, as defined by Nasdaq. Messrs. Allen, Douglass, Geiger, Olson and Runyan are all independent. Only Patrick Sheaffer, who is our Chairman and Chief Executive Officer, and Ronald A. Wysaske, who is our President and Chief Operating Officer, are not independent.

DIRECTORS= COMPENSATION

The following table shows the compensation paid to our non-employee directors for the fiscal year ended March 31, 2008. Compensation for Directors Patrick Sheaffer and Ronald A. Wysaske, who are employees of Riverview Community Bank, is included in the section entitled AExecutive Compensation.@

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)(1)	Non-Equity Incentive Plan Compen- sation ($)	Change in Pension Value and Non- qualified Deferred Compen- sation Earnings ($)(2)	All Other Compen- sation ($)(3)	Total ($)

Paul L. Runyan	21,250	--	--	--	27,380	131	48,761
Gary R. Douglass	25,500	--	--	--	15,130	131	40,761
Edward R. Geiger	20,500	--	--	--	--	131	20,631
Michael D. Allen	14,500	--	--	--	7,929	131	22,560
Jerry C. Olson	16,750	--	7,747	--	--	131	24,628
Robert K. Leick (4)	7,750	--	--	--	14,314	3,115	25,179

____________

(1)

Represents the dollar amount of expense recognized for financial statement reporting purposes for outstanding awards, calculated pursuant to the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), AShare-Based Payment@ (AFAS 123R@). For a discussion of valuation assumptions, see Note 14 of the Notes to Consolidated Financial Statements in Riverview=s Annual Report on Form 10-K for the year ended March 31, 2008. Mr. Olson was granted 10,000 options on July 18, 2007. Twenty percent of the options vested on the grant date, the remaining options vest in 20% increments on the grant date over the next four years. The aggregate grant date fair value of the award was $23,300.

(2)	Consists of earnings on balances in the nonqualified deferred compensation plan.

(3)	Consists of a small gift to directors; also includes a retirement gift for Director Leick.

(4)	Director Leick retired effective as of October 31, 2007.

Directors receive an annual retainer of $5,000 and a fee of $1,000 for each Board meeting attended. Outside directors also receive $250 for each committee meeting attended. The Personnel/Compensation Committee recommends to the Board of Directors the amount of fees paid for service on the Board. During the fiscal year ended March 31, 2008, there were no increases in Board or committee meeting fees.

Riverview Community Bank adopted a non-qualified deferred compensation plan in 1986 which permits directors to elect to defer their retainer and monthly fees until retirement with no income tax payable by the director until retirement benefits are received. We credit an earnings adjustment on assets under the plan based on the rate of the Bank=s average yield in assets for the prior year, less 100 basis points. For the calendar year ended December 31, 2007, this crediting rate was 7.51%. Under the current version of the plan, when the participant ceases to be a director, we will pay the director or his designated beneficiaries his plan benefit in a lump sum or in annual installments over ten years, as elected by the director. This election is made at the same time the director makes his compensation deferral election. The payment will be based on an amount equal to the balance in the director=s account immediately before the date on which benefits commence, plus interest on the unpaid balance if the payment is made in installments. Payments shall commence upon the first day of the second year following the year in which the participant ceases to be a director, unless the committee administering the plan elects to commence payment earlier, and earlier payment is permitted by law. Payments may also be on account of hardship, as defined under the plan. The estimated liability under the plan is accrued as earned by the director. At March 31, 2008, our aggregate liability under the plan for directors was $700,000.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Personnel/Compensation Committee. Because Riverview does not have its own employees, the Personnel/Compensation Committee of Riverview Community Bank is responsible for establishing and monitoring compensation policies, and for evaluating performance and setting salaries. The Committee is responsible for evaluating the performance of our Chief Executive Officer, while the Chief Executive Officer evaluates the performance of other senior officers of the Bank and makes recommendations to the Committee regarding compensation levels.

Objectives and Overview of the Compensation Program. Our executive compensation policies are designed to establish an appropriate relationship between executive pay and the annual and long-term performance of Riverview and Riverview Community Bank, to reflect the attainment of short- and long-term financial performance goals, to enhance our ability to attract and retain qualified executive officers, and to align to the greatest extent possible the interests of management and shareholders. The principles underlying the executive compensation policies include the following:

$	to attract and retain key executives who are vital to our long-term success and are of the highest caliber;

$	to provide levels of compensation competitive with those offered throughout the financial industry and consistent with our level of performance;

$	to motivate executives to enhance long-term stockholder value by building their equity interest in Riverview; and

$	to integrate the compensation program with our annual and long-term strategic planning and performance measurement processes.

The Committee considers a variety of subjective and objective factors in determining the compensation package for individual executives, including: (1) the performance of Riverview and Riverview Community Bank as a whole, with emphasis on annual performance factors and long-term objectives; (2) the responsibilities assigned to each executive; and (3) the performance of each executive of assigned responsibilities as measured by our progress during the year.

Compensation Program Elements. The Personnel/Compensation Committee focuses primarily on the following four components in forming the total compensation program for our executive officers:

$	base salary;

$	incentive compensation;

$	deferred compensation; and

$	long-term incentive compensation.

The current compensation plans involve a combination of salary, incentive compensation to reward short-term performance, deferred compensation and stock option grants to reward long-term performance.

Base Salary. The purpose of base salary is to create a secure base of cash compensation for our employees. Salary levels are designed to be competitive within the banking and financial services industries. In setting competitive salary levels, the Personnel/Compensation Committee regularly evaluates current salary levels by surveying similar institutions in Washington, Oregon, the Northwest and the United States. The survey analysis focuses primarily on asset size, nature of ownership, type of operation and other common factors. Specifically, the Committee annually reviews the Northwest Financial Industry Salary Survey prepared by Milliman USA in association with the Washington Bankers Association, the Washington Financial League and the Oregon Bankers Association, covering 111 Northwest financial

organizations, and the America=s Community Banker=s Compensation Survey which covers over 375 responding financial institutions nationwide. We analyze the results of the survey by position, and the midpoint of each position/grade, as it compares to Riverview Community Bank. In the past, we have used the services of Watson Wyatt to assist in the development of salary and incentive compensation programs. Our Chief Operating Officer engaged Watson Wyatt Worldwide to perform an analysis for the year ended March 31, 2005 of our compensation process, and short-term incentives for our executive officers and certain other selected senior officers. The final report presented observations of competitive base salaries and short-term incentives. See AIncentive Compensation Program@ for additional information.

Incentive Compensation Program. We believe it is appropriate to provide individuals who are responsible for managing existing business and/or generating new business with competitive incentive compensation opportunities. Our incentive compensation plan is designed to provide for incentive compensation with established targets of 40% of salary for the Chief Executive Officer, 50% of salary for the Chief Operating Officer, 35% to 45% of salary for executive vice presidents and 15% to 35% of salary for senior management. Certain other officers may participate in the plan at a level of 10% to 30% of salary. The Watson Wyatt review described above included a review of plan objectives, eligibility/participation, award potentials, performance measures and award determination. Recommendations included suggested participants (senior management and key loan production employees) and optimal incentives (increase the maximum award potential to two times the salary-at-risk percentage). By rewarding goals that are exceeded, we truly utilize incentive for growth and are competitive in the marketplace. The Personnel/Compensation Committee reviewed the recommendations of Watson Wyatt and approved them in 2005. We may utilize the services of compensation consultants, as needed, to remain fair and competitive in the future.

The Personnel/Compensation Committee approves goals and incentive participation each year. Individual participant goals and performance modifier targets are communicated to participants in writing in the first quarter of the fiscal year to which the goals apply. Goals are measured against performance after the end of the fiscal year. Results are communicated the month following year-end for each participant. The performance modifier ranges from zero to a maximum of two times the salary at risk percentage. In making awards under the incentive compensation plan, the Personnel/Compensation Committee, the Chief Operating Officer and Chief Executive Officer or executive officers, as appropriate, review quantifiable data versus a plan approved by the Board. The plan also provides for subjective evaluation of performance by the Committee, the Chief Operating Officer and Chief Executive Officer or executive officers, as appropriate.

Currently, performance measures include financial objectives such as profitability, loan production, deposit growth and efficiency. Participant salaries are recorded, with specific goals tied to Riverview Community Bank=s goals for the year, and a percentage of compensation is noted as Asalary at risk.@ For example, if the Chief Executive Officer=s salary is $235,937 per year with a 40% salary at risk factor, the opportunity for salary at risk compensation is $94,375 if goals are met at 100%. The salary at risk is divided into several goals based on annual goals of Riverview and Riverview Community Bank. A performance modifier is used to determine the percentage of the goal met. A goal partially met at 88% with a weight factor of 25% of salary at risk would look like this:

$235,937 x 40% salary at risk = $94,375

Goal Weight				Performance Modifier				Result
	0.25				0.88				0.22

$94,375 x ..22 = $20,763

Performance goals are assessed annually and paid following the fiscal year end. For the fiscal year ended March 31, 2008, the performance goals for the named executive officers, with the exception of John A. Karas, consisted of profit, loan growth, deposit growth and efficiency ratio. The actual financial performance goals for all the named executive officers except for Mr. Karas were profit of $11.25 million, loan production of $348 million, deposit growth of $35.0 million and an efficiency ratio of 59%. Mr. Karas= actual financial performance goals for the Riverview Asset Management Corp. plan based awards were total revenue of $2.3 million and before tax profit of $600,000. The weights assigned to each performance goal vary by position, as shown in the table below:

	Performance Goal
Name	Profit	Loan Production	Deposit Growth	Efficiency Ratio

Patrick Sheaffer	25%	25%	25%	25%
Ronald A. Wysaske	25%	25%	25%	25%
David A. Dahlstrom	25%	30%	20%	25%
Kevin J. Lycklama	30%	20%	20%	30%
Ronald L. Dobyns (1)	30%	20%	20%	30%

_________

(1)	Mr. Dobyns resigned on January 11, 2008.

Mr. Karas, who is the President and Chief Executive Officer of Riverview Asset Management Corp., had 2008 performance goals that consisted of profit, weighted at 70%, and revenue, weighted at 30%. For all of the named executive officers, the goals had performance modifiers that ranged from zero to two times salary at risk.

For the fiscal year ended March 31, 2008, the corporate and financial performance goals for all of our executive officers, with the exception of Mr. Karas, under the incentive compensation plan were identical. For the year ended March 31, 2008, the salary at risk results for our named executive officers, with the exception of Mr. Karas, were as follows:

Name	Base Salary (1)	Profit	Loan Production	Deposit Growth	Efficiency	Total	% Salary Eligible

Patrick Sheaffer	$235,937	25%	25%	25%	25%	100%	40%
Performance Modifier		0	1.54	0.52	0
Incentive Compensation		--	$36,334	$12,161	--	$48,495

Ronald A. Wysaske	$210,586	25%	25%	25%	25%	100%	50%
Performance Modifier		0	1.54	0.52	0
Incentive Compensation		--	$40,538	$13,568	--	$54,106

David A. Dahlstrom	$154,344	25%	30%	20%	25%	100%	35%
Performance Modifier		0	1.54	0.52	0
Incentive Compensation		--	$24,957	$5,569	--	$30,526

Kevin J. Lycklama	$89,448	30%	20%	20%	30%	100%	15%
Performance Modifier		0	1.54	0.52	0
Incentive Compensation		--	$4,132	$1,384	--	$5,516

Ronald L. Dobyns (2)	--	--	--	--	--	--	--
Performance Modifier
Incentive Compensation

___________

(1)	As of April 1, 2007.

(2)	Mr. Dobyns resigned on January 11, 2008, and was, therefore, ineligible for salary at risk.

For the year ended March 31, 2008, the salary at risk result for Mr. Karas was as follows:

	Base Salary (1)	Profit	Revenue	Total	% Salary Eligible

John A. Karas	$154,788	70%	30%	100%	40%
Performance Modifier		1.636	0.918
Incentive Bonus		$70,905	$17,051	$87,956

____________

(1)	As of April 1, 2007.

Deferred Compensation. Officers at the level of senior vice president and above may elect to defer up to 10% of salary and bonus until retirement, with no income tax payable by the officer until retirement benefits are received. This alternative is available through the non-qualified deferred compensation plan described below in the section entitled ANonqualified Deferred Compensation.@

Long Term Incentive Compensation. In connection with Riverview Community Bank=s reorganization into the holding company structure, the Board of Directors adopted the 1998 Stock Option Plan and the 1998 Management Development and Recognition Plan for executive officers, employees and non-employee directors. These plans were approved by Riverview=s stockholders. The Board of Directors also adopted the 2003 Stock Option Plan, which was approved by stockholders at the 2003 annual meeting of stockholders. Under the plans, non-employee directors, executive officers and other employees may receive grants and awards. We believe that stock ownership by our executives is a significant factor in aligning the interests of the executives with those of stockholders. Stock options and restricted stock awards under the plans are allocated based upon regulatory practices and policies, and the practices of other publicly traded financial institutions as verified by external surveys and are based upon the executive officers= level of responsibility and contributions to Riverview and Riverview Community Bank.

Stock ownership is also enhanced through participation in our ESOP, under which eligible employees receive an allocation of Riverview stock based on a percentage of eligible wages. The Board of Directors has appointed an administrative committee of Riverview officers to administer the ESOP and the 401(k) plan, and the named executive officers participate in both of these plans. On an annual basis, Riverview allocates shares to the ESOP, which applies to all eligible participants including the named executive officers. In fiscal year 2008, Riverview contributed 24,633 shares into the ESOP on behalf of eligible participants, and matched the first four percent of participants' contributions into the 401(k) plan each payroll period.

Allocation of Compensation. We do not have any specific policies regarding allocation of total compensation between short-term and long-term elements, or cash and non-cash elements. For the year ended March 31, 2008, the composition of total compensation for our named executive officers was as follows:

Type of Compensation	Percentage of Total Compensation

Base salary	69.0
Incentive compensation	15.9
Deferred compensation earnings	5.5
Long-term incentive and other compensation	9.6

Personnel/Compensation Committee Report

The Personnel/Compensation Committee of Riverview Community Bank=s Board of Directors has submitted the following report for inclusion in this proxy statement:

We have reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management. Based on the Committee=s review of and the discussion with management with respect to the Compensation Discussion and Analysis, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

The foregoing report is provided by the following directors, who constitute the Personnel/Compensation Committee:

	Personnel/Compensation Committee


	Gary R. Douglass, Chairman
	Paul L. Runyan
	Jerry C. Olson

This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, and shall not otherwise be deemed filed under such acts.

Summary Compensation Table

The following table shows information regarding compensation earned during the fiscal year ended March 31, 2008 for our named executive officers: (1) Patrick Sheaffer, our principal executive officer; (2) Kevin J. Lycklama, our principal financial officer; (3) our three other most highly compensated executive officers, who are Ronald A. Wysaske, John A. Karas and David A. Dahlstrom; and (4) Ronald L. Dobyns, our principal financial officer until January 11, 2008. We did not pay any bonuses in fiscal year 2008, nor do the named executive officers have any restricted stock awards outstanding; therefore, these columns have been deleted from the table below.

Name and Principal Position	Year	Salary ($)	Option Awards ($)(1)	Non-Equity Incentive Plan Compen- sation ($)	Change in Pension Value and Non- qualified Deferred Compen- sation Earnings ($)(2)	All Other Compen- sation ($)(3)	Total ($)

Patrick Sheaffer	2008	250,020	--	48,495	36,290	42,968	377,773
Chairman and Chief Executive	2007	221,021	--	99,600	29,865	41,510	391,996
Officer

Ronald A. Wysaske	2008	219,119	--	54,106	33,260	36,911	343,396
President and Chief Operating	2007	201,272	--	111,123	27,289	38,092	377,776
Officer

John A. Karas	2008	161,090	--	87,957	1,736	23,373	274,156
Executive Vice President and	2007	155,637	--	109,388	1,156	19,552	285,733
President and Chief Executive
Officer of Riverview Asset
Management Corp.

David A. Dahlstrom	2008	160,628	--	30,526	5,542	15,200	211,896
Executive Vice President and	2007	146,671	--	55,256	3,527	19,056	224,510
Chief Credit Officer

Kevin J. Lycklama (4)	2008	94,653	1,400	5,516	6	5,646	107,221
Senior Vice President and	2007	71,645	--	11,428	--	2,505	85,578
Chief Financial Officer

Ronald L. Dobyns (5)	2008	96,192	--	--	1,029	11,315	108,536
Former Senior Vice President	2007	115,378	--	44,429	662	15,190	175,659
and Chief Financial Officer

_____________

(1)	Represents the dollar amount of expense recognized for financial statement reporting purposes for outstanding awards. Amounts are calculated pursuant to the provisions of FAS 123R. For a discussion of valuation assumptions, see Note 14 of the Notes to Consolidated Financial Statements in Riverview=s Annual Report on Form 10-K for the year ended March 31, 2008.
(2)	Consists of earnings on balances in the nonqualified deferred compensation plan.
(3)	Please see the table below for more information on the other compensation paid to our executive officers in the year ended March 31, 2008.
(4)	Mr. Lycklama was appointed as Senior Vice President and Chief Financial Officer as of February 14, 2008. Prior to that, he served as Vice President and Controller, since June 12, 2006.
(5)	Mr. Dobyns resigned on January 11, 2008.

All Other Compensation. The following table sets forth details of AAll other compensation,@ as presented above in the Summary Compensation Table. The amounts reflected constitute contributions by Riverview Community Bank.

Name	ESOP Contribution ($)	401(k) Plan Contribution ($)	Life Insurance Premium ($)	Company Car Allowance ($)	Board Fees ($)	Total ($)

Patrick Sheaffer	5,968	9,210	4,190	8,400	15,200	42,968
Ronald A. Wysaske	5,968	7,421	2,322	6,000	15,200	36,911
John A. Karas	5,958	8,963	2,452	6,000	--	23,373
David A. Dahlstrom	5,158	7,998	2,044	--	--	15,200
Kevin J. Lycklama	1,227	4,203	216	--	--	5,646
Ronald L. Dobyns (1)	4,311	5,831	1,173	--	--	11,315

_________

(1)	Mr. Dobyns resigned on January 11, 2008.

Employment and Severance Agreements. We entered into employment agreements with Messrs. Sheaffer, Wysaske, Dahlstrom and Karas on September 18, 2007. These agreements expire in three years, but are subject to annual renewal provisions. For the year ending March 31, 2009, the annual salaries of Messrs. Sheaffer, Wysaske, Karas and Dahlstrom are $263,884, $227,433, $167,171 and $166,692, respectively. The salaries, which are paid by Riverview Community Bank, must be reviewed annually and may be increased at the discretion of the Board. The employment agreements also provide that the executives will participate in our salary at risk bonus program and to receive all benefits that we provide to our employees generally. The employment agreements provide that compensation must be paid in the event of disability, termination without cause, termination by the executive for specified reasons or in the event of a change in control, as described below under APotential Payments Upon Termination.@

We have entered into a change in control agreement with Mr. Lycklama on September 18, 2007. The agreement expires in three years, but is subject to annual renewal provisions. The agreement provides for severance payments and continuation of employee benefits in the event of involuntary termination of employment in connection with any change in control of Riverview, as described below under APotential Payments Upon Termination.@

Grants of Plan-Based Awards

The following table shows information regarding grants of plan-based awards made to our named executive officers for the fiscal year ended March 31, 2008. We did not grant any equity incentive plan awards.

		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Awards: Number of Securities Under- lying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)

Patrick Sheaffer	--	--	94,375	188,750	--	--	--	--
Ronald A. Wysaske	--	--	105,293	210,586	--	--	--	--
John A. Karas	--	--	61,915	123,830	--	--	--	--
David A. Dahlstrom	--	--	54,020	108,040	--	--	--	--
Kevin J. Lycklama	--	--	13,417	26,834	--	--	--	--
	03/19/08	--	--	--	--	5,000 (2)	10.19	6,800
Ronald L. Dobyns (3)	--	--	--	--	--	--	--	--

_____________

(1)	The performance goals and measurements associated with our executive officers= non-equity incentive plan that generate the awards set forth above are provided in the AIncentive Compensation Program@ discussion beginning on page 11.

(2)	Twenty percent of the options vested on the grant date; the remaining options vest in 20% increments on the grant date over the next four years.

(3)	Mr. Dobyns resigned on January 11, 2008.

Outstanding Equity Awards

The following information with respect to outstanding option awards as of March 31, 2008 is presented for the named executive officers. The named executive officers have no unvested stock awards or equity incentive plan awards outstanding.

Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date

Patrick Sheaffer	03/15/06	16,000	--	12.98	03/15/16
Ronald A. Wysaske	03/15/06	16,000	--	12.98	03/15/16
	10/01/98	19,780	--	6.88	10/01/08
John A. Karas	03/15/06	16,000	--	12.98	03/15/16
David A. Dahlstrom	03/15/06	16,000	--	12.98	03/15/16
	05/16/02	20,000	--	6.76	05/06/12
Kevin J. Lycklama	03/19/08	1,000	4,000	10.19	03/19/18
Ronald L. Dobyns (1)	03/15/06	8,000	--	12.98	04/11/08

_________

(1)	Mr. Dobyns resigned on January 11, 2008.

Options Exercised and Stock Vested

The following table shows the value realized upon exercise of stock options for our named executive officers in the year ended March 31, 2008. The named executive officers did not have any stock awards which vested during the year ended March 31, 2008.

Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)

Patrick Sheaffer	--	--
Ronald A. Wysaske	19,781	116,411
John A. Karas	--	--
David A. Dahlstrom	--	--
Kevin J. Lycklama	--	--
Ronald L. Dobyns	2,000	14,510

Nonqualified Deferred Compensation

The following information is presented with respect to plans that provide for the deferral of compensation on a basis that is not tax-qualified in which the named executive officers participated in the year ended March 31, 2008.

Name	Executive Contributions in Last FY ($)	Registrant Contributions in Last FY ($)	Aggregate Earnings in Last FY ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at FYE ($)

Patrick Sheaffer	15,000	--	36,290	--	509,630
Ronald A. Wysaske	15,000	--	33,260	--	467,708
John A. Karas	5,400	--	1,736	--	26,191
David A. Dahlstrom	21,000	--	5,542	--	83,501
Kevin J. Lycklama	1,000	--	6	--	1,006
Ronald L. Dobyns (1)	3,100	--	1,029	--	15,450

_________

(1)	Mr. Dobyns resigned on January 11, 2008.

Officers at the level of senior vice president and above may elect to defer up to 10% of salary and bonus until retirement, with no income tax payable by the officer until retirement benefits are received under the deferred compensation plan adopted by Riverview Community Bank. We credit an earnings adjustment on assets under the plan based on the rate of the Bank=s average yield in assets for the prior year, less 100 basis points. For the calendar year ended December 31, 2007, this crediting rate was 7.51%. Under the current version of the plan, when the officer separates from service, we will pay the officer or his designated beneficiaries his plan benefit in a lump sum or in annual installments over ten years, as elected by the officer. This election is made at the same time the officer makes his compensation deferral election. The payment will be based on an amount equal to the balance in the officer=s account immediately before the date on which benefits commence, plus interest on the unpaid balance if the payment is made in installments. Payments shall commence on the first day of the second year following the year in which the officer separates from service, unless the committee that administers the plan elects to commence payment earlier, and earlier payment is permitted by law. Payments may also be on account of hardship, as defined under the plan. The estimated liability under the plan is accrued as earned by the officer. At March 31, 2008, our aggregate liability under the plan for the named executive officers was $1,109,000.

Potential Payments Upon Termination

We have entered into agreements with the named executive officers that provide for potential payments upon disability, termination and retirement. In addition, our equity plans also provide for potential payments upon termination. The following table shows, as of March 31, 2008, the value of potential payments and benefits following a termination of employment under a variety of scenarios.

	Disability ($)	Involuntary Termination ($)	Involuntary Termination Following Change in Control ($)	Normal Retirement ($)

Patrick Sheaffer (1)
Employment Agreement	593,779	1,016,219	1,016,219	1,016,219
Deferred Compensation Plan
Equity Plans	--	--	--	--

Ronald A. Wysaske
Employment Agreement	56,836	945,929	945,929	945,929
Deferred Compensation Plan
Equity Plans	--	--	--	--

John A. Karas
Employment Agreement	41,776	891,535	891,535	891,535
Deferred Compensation Plan
Equity Plans	--	--	--	--

David A. Dahlstrom
Employment Agreement	41,656	676,209	676,209	676,209
Deferred Compensation Plan
Equity Plans	--	--	--	--

Kevin J. Lycklama
Change in Control Agreement	--	--	270,794	--
Equity Plans	--	--	(2)	--

Ronald A. Dobyns (3)
Change in Control Agreement	--	--	--	--
Equity Plans	--	--	--	--

___________

(1)	Mr. Sheaffer is ineligible for Riverview=s long-term disability plan; therefore, we must pay 75% of his base salary in the event of disability as provided in his employment agreement.
(2)	The exercise price of Mr. Lycklama=s unvested options was greater than the closing price of Riverview=s common stock on March 31, 2008.
(3)	Mr. Dobyns resigned on January 11, 2008.

Employment Agreements. We have entered into employment agreements with Messrs. Sheaffer, Wysaske, Karas and Dahlstrom. Each agreement provides for payments to the executive upon his disability or termination. If the executive becomes disabled during the term of his employment agreement, his employment will terminate. Riverview Community Bank must then pay the executive as disability pay, a bi-weekly payment equal to three-quarters of his bi-weekly rate of base salary on the effective date of the termination, with payments beginning on the effective date of the executive=s termination. The disability pay shall be reduced by the amount, if any, paid to the executive under any plan of the Bank providing disability benefits to the executive. In addition, the Bank must also cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained for the executive prior to the executive=s termination for disability. The disability payments and coverages will end on the earlier of (1) the date of the executive=s full-time employment by another employer; (2) the executive=s death; or (3) the expiration of the term of the executive=s employment agreement.

The employment agreements also provides for benefits in the event of the executive=s termination. If the executive=s employment is terminated for any reason other than a change in control or cause, or the executive terminates his employment for good reason (as defined in the agreement), the Bank must pay the executive a severance benefit in an aggregate amount equal to the sum of the following: (a) base salary due to the executive for the remaining term of his agreement; (b) prorated incentive compensation for the remaining term of his agreement; (c) cash amount equal to employer contributions that would have been made on the executive=s behalf over the remaining term of his agreement to any tax-qualified retirement plan sponsored by the Bank; (d) cash amount equal to the premiums that the Bank would have paid on the executive=s behalf for life, medical, dental and disability coverage over the remaining term of his agreement; and (e) any bonus earned for a prior performance period but not yet paid. The employment agreements restrict each executive=s right to compete against Riverview or Riverview Community Bank if the executive voluntarily terminates his employment, except in the event of a change in control.

The employment agreements also provide for severance payments and other benefits in the event of an involuntary termination of employment in connection with any change in control of Riverview. If within 12 months after a change in control, the executive=s employment is terminated other than for cause, or the executive terminates his employment for good reason, we must pay a lump sum severance payment of 2.99 times the executive=s base salary plus an amount equal to the average annual incentive compensation and bonus earned by the executive for the three fiscal years preceding the change in control. The employment agreements contain provisions requiring reduction of any payments that would be deemed to constitute an excess parachute payment under Section 280G of the Internal Revenue Code.

Change in Control Agreement. We entered into an agreement that would provide benefits to Mr. Lycklama following a change in control. If Mr. Lycklama=s employment is terminated by us without cause or he terminates his own employment for good reason within 12 months after a change in control, we must pay him a severance benefit equal to (1) 24 months of his monthly base salary; (2) any incentive compensation not yet paid based on a fiscal year ended; and (3) prorated incentive compensation for the fiscal year in which the termination occurs based on performance through the month ended prior to the date of termination. In addition, we must provide continued coverage under our existing employer benefit plans for life, medical and disability insurance for a period of three years following the termination of employment; provided, however, that if our benefit plans do not permit continued participation by Mr. Lycklama following termination of employment, we must include in the lump-sum payment an amount equal to the premiums that we would have paid under such benefit plans for his continued participation for a three-year period.

Equity Plans. Our 1998 and 2003 Stock Option Plans provide for accelerated vesting of awards in the event of a change in control. Specifically, if a tender offer or exchange offer for Riverview=s shares is commenced, or if a change in control occurs, unless the committee administering the plan has provided otherwise in the award agreement, all options granted and not fully exercisable shall become exercisable in full upon the happening of that event.

Compensation Committee Interlocks and Insider Participation

The members of the Personnel/Compensation Committee are Directors Olson, Runyan and Douglass. No members of this Committee were officers or employees of Riverview or any of its subsidiaries during the year ended March 31, 2008, nor were they formerly Riverview officers or had any relationships otherwise requiring disclosure.

AUDIT COMMITTEE MATTERS

Audit Committee Charter. The Audit Committee operates pursuant to a charter approved by our Board of Directors. In April 2007, the Board of Directors adopted a revised Audit Committee charter to reflect the new responsibilities imposed by the Sarbanes-Oxley Act of 2002. The charter sets out the responsibilities, authority and specific duties of the Audit Committee. The charter specifies, among other things, the structure and membership requirements of the Audit Committee, as well as the relationship of the Audit Committee to the independent auditor, the internal audit department and management. The Audit Committee reports to the Board of Directors and is responsible for overseeing and monitoring financial accounting and reporting, the system of internal controls established by management and the audit process.

Report of the Audit Committee. The Audit Committee reports as follows with respect to Riverview=s audited financial statement for the year ended March 31, 2008:

$	The Audit Committee has completed its initial review and discussion of the 2008 audited financial statements with management;

$	The Audit Committee has discussed with the independent auditor, Deloitte & Touche LLP, the matters required to be discussed by Statement on Auditing Standards (ASAS@) No. 61, Communication with Audit Committees, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T;

The Audit Committee has received written disclosures and the letter from the independent auditor required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committee, as adopted by the Public Company Accounting Oversight Board in Rule 3600T, and has discussed with the independent auditor the auditor=s independence; and

The Audit Committee has, based on its review and discussions with management of the 2008 audited financial statements and discussions with the independent auditor, recommended to the Board of Directors that Riverview=s audited financial statements for the year ended March 31, 2008 be included in its Annual Report on Form 10-K.

The foregoing report is provided by the following directors, who constitute the Audit Committee:

	Audit Committee:

	Edward R. Geiger, Chairman
	Michael D. Allen
	Paul L. Runyan

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of any registered class of Riverview=s equity securities, to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than 10% stockholders are required by regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms we have received and written representations provided to us by the above-referenced persons, we believe that during the fiscal year ended March 31, 2008, all filing requirements applicable to our reporting officers, directors and greater than 10% stockholders were properly and timely complied with.

INDEPENDENT AUDITOR

Deloitte & Touche LLP served as our independent auditor for the fiscal year ended March 31, 2008. The Audit Committee of the Board of Directors has appointed Deloitte & Touche as Riverview=s independent auditor for the fiscal year ending March 31, 2009. A representative of Deloitte & Touche will be present at the annual meeting to respond to stockholders= questions and will have the opportunity to make a statement if he or she so desires.

The following table sets forth the aggregate fees billed, or expected to be billed, to Riverview by Deloitte & Touche for professional services rendered for the fiscal years ended March 31, 2008 and 2007.

	Year Ended March 31,
	2008	2007

Audit Fees	$310,000	$308,000
Audit-Related Fees	--	--
Tax Fees	--	--
All Other Fees	--	--

The Audit Committee will establish general guidelines for the permissible scope and nature of any permitted non-audit services to be provided by the independent auditor in connection with its annual review of its charter. Pre-approval may be granted by action of the full Audit Committee or by delegated authority to one or more members of the Audit Committee. If this authority is delegated, all approved non-audit services will be presented to the Audit Committee at its next meeting. In considering non-audit services, the Audit Committee or its delegate will consider various factors, including but not limited to, whether it would be beneficial to have the service provided by the independent auditor and whether the service could compromise the independence of the independent auditor.

STOCKHOLDER PROPOSALS AND NOMINATIONS

In order to be eligible for inclusion in our proxy solicitation materials for next year=s annual meeting of stockholders, any stockholder proposal to take action at such meeting must be received at our main office at 900 Washington Street, Suite 900, Vancouver, Washington 98660, no later than February 20, 2009. Any such proposals shall be subject to the requirements of the proxy solicitation rules adopted under the Securities Exchange Act.

Our Articles of Incorporation provide that if a stockholder intends to nominate a candidate for election as a director or submit a stockholder proposal, the stockholder must deliver written notice of his or her intention to the Corporate Secretary of Riverview not less than 30 nor more than 60 days prior to the date of a meeting of stockholders; provided, however, that if less than 31 days= notice of the date of the meeting is given or made to stockholders, such written notice must be delivered to the Corporate Secretary not later than the close of the tenth day following the day on which notice of the meeting was mailed to stockholders. The notice must set forth certain information specified in our Articles of Incorporation.

MISCELLANEOUS

The Board of Directors is not aware of any business to come before the annual meeting other than those matters described above in this proxy statement. However, if any other matters should properly come before the meeting, it is intended that proxies in the accompanying form will be voted in respect thereof in accordance with the judgment of the person or persons voting the proxies.

We will bear the cost of solicitation of proxies. In addition to solicitations by mail, our directors, officers and employees may solicit proxies personally or by telephone without additional compensation.

Riverview=s Annual Report to Stockholders, which includes the Annual Report on Form 10-K as filed with the SEC, has been mailed to stockholders as of the close of business on the voting record date. Any stockholder who has not received a copy of such Annual Report may obtain a copy by writing to the Corporate Secretary. The Annual Report is not to be treated as part of the proxy solicitation material or as having been incorporated herein by reference.

	BY ORDER OF THE BOARD OF DIRECTORS

	/s/ Phyllis Kreibich

	PHYLLIS KREIBICH
	CORPORATE SECRETARY

Vancouver, Washington

June 20, 2008

REVOCABLE PROXY

RIVERVIEW BANCORP, INC.

ANNUAL MEETING OF STOCKHOLDERS

JULY 16, 2008

The undersigned hereby appoints the official Proxy Committee of the Board of Directors of Riverview Bancorp, Inc. (ARiverview@) with full powers of substitution, as attorneys and proxies for the undersigned, to vote all shares of common stock of Riverview which the undersigned is entitled to vote at the Annual Meeting of Stockholders, to be held at the Riverview Center, 17205 S.E. Mill Plain Boulevard, Vancouver, Washington, on Wednesday, July 16, 2008, at 10:00 a.m., local time, and at any and all adjournments or postponements thereof, as indicated.

			VOTE
		FOR	WITHHELD

1.	The election as directors of the nominees listed below	[ ]	[ ]
	(except as marked to the contrary below)

	Patrick Sheaffer
	Edward R. Geiger

	INSTRUCTIONS: To withhold your vote for any
	individual nominee, write the nominee=s name on
	the line below.








2.	In their discretion, upon such other matters as may properly come before the meeting.


	The Board of Directors recommends a vote AFOR@ the election of the nominees listed above.

This proxy will be voted as directed, but if no instructions are specified, this proxy will be voted for the election of the nominees listed above. If any other business is presented at such meeting, this proxy will be voted by those named in this proxy in their best judgment. At the present time, the Board of Directors knows of no other business to be presented at the meeting. This proxy also confers discretionary authority on the Board of Directors to vote with respect to the election of any person as director where the nominee is unable to serve or for good cause will not serve, and matters incident to the conduct of the 2008 annual meeting.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Should the undersigned be present and elect to vote at the annual meeting or at any adjournment or postponement thereof and after notification to the Corporate Secretary of Riverview at the meeting of the stockholder=s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect.

The undersigned acknowledges receipt from Riverview, prior to the execution of this proxy, of the Notice of Annual Meeting of Stockholders, a Proxy Statement for the Annual Meeting of Stockholders, and the 2008 Annual Report to Stockholders.

Dated: ___________________, 2008




PRINT NAME OF STOCKHOLDER		PRINT NAME OF STOCKHOLDER




SIGNATURE OF STOCKHOLDER		SIGNATURE OF STOCKHOLDER

Please sign exactly as your name appears on the enclosed card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, only one signature is required, but each holder should sign, if possible.

Please complete, date, sign and mail this proxy promptly in the enclosed postage-prepaid envelope.