UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

SCHEDULE 14A INFORMATION
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Securities Exchange Act of 1934

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Plumas Bancorp

     Dear Shareholder:

          You are cordially invited to attend the annual meeting of shareholders of Plumas Bancorp, which will be held at the Plumas Bank Credit Administration Building located at 32 Central Avenue, Quincy, California, on Wednesday, May 21, 2008 at 10:30 a.m. At this annual meeting, shareholders will be asked to elect ten directors for the next year.

          Plumas Bancorp is requesting your proxy to vote in favor of all of the nominees for election as directors. The Board of Directors of Plumas Bancorp recommends that you vote “FOR” the election of each of the nominees.

          The proxy statement contains information about each of the nominees for directors.

          To ensure that your vote is represented at this important meeting, please sign, date and return the proxy card in the enclosed envelope as promptly as possible.

		Sincerely,
		Douglas N. Biddle
		President and Chief Executive Officer

          The date of this proxy statement is April 1, 2008

Notice of Annual Meeting of Shareholders
Plumas Bancorp

To:		The Shareholders of
		Plumas Bancorp

          Notice is hereby given that, pursuant to its Bylaws and the call of its Board of Directors, the annual meeting of shareholders of Plumas Bancorp will be held at the Plumas Bank Credit Administration Building located at 32 Central Avenue, Quincy, California, on Wednesday, May 21, 2008 at 10:30 a.m., for the purpose of considering and voting upon the following matters:

1.

Election of Directors. To elect ten (10) persons to serve as directors of the Bancorp until their successors are duly elected and qualified.

		Douglas N. Biddle		Alvin G. Blickenstaff
		William E. Elliott		Gerald W. Fletcher
		John Flournoy		Arthur C. Grohs
		Jerry V. Kehr		Terrance J. Reeson
		Thomas Watson		Daniel E. West

	2.		Transaction of Other Business. To transact such other business as may properly come before the meeting and any adjournment or adjournments thereof.
			The Board of Directors has fixed the close of business on March 31, 2008 as the record date for determination of shareholders entitled to notice of, and the right to vote at, the meeting.
			Section 3.3 of the Bylaws of Plumas Bancorp sets forth the nomination procedure for nominations of directors. Section 3.3 provides:
			Nominations of Directors. Nominations for election of members of the board may be made by the board or by any holder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Notice of intention to make any nominations (other than for persons named in the notice of the meeting called for the election of directors) shall be made in writing and shall be delivered or mailed to the president of the corporation by the later of: (i) the close of business twenty-one (21) days prior to any meeting of shareholders called for the election of directors; or (ii) ten (10) days after the date of mailing of notice of the meeting to shareholders. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the number of shares of capital stock of the corporation owned by each proposed nominee; (d) the name and residence address of the notifying shareholder; (e) the number of shares of capital stock of the corporation owned by the notifying shareholder; (f) the number of shares of capital stock of any bank, bank holding company, savings and loan association or other depository institution owned beneficially by the nominee or by notifying shareholder and the identities and locations of any such institutions; and (g) whether the proposed nominee has ever been convicted of or pleaded nolo contendere to any criminal offense involving dishonesty or breach of trust, filed a petition on bankruptcy or been adjudged bankrupt. The notification shall be signed by the nominating shareholder and by each nominee, and shall be accompanied by a written consent to be named as a nominee for election as a director from each proposed nominee. Nominations not made in accordance with these procedures shall be disregarded by the then chairperson of the meeting, and upon his or her instructions, the inspectors of election shall disregard all votes cast for each such nominee. The foregoing requirements do not apply to the nomination of a person to replace a

proposed nominee who has become unable to serve as a director between the last day for giving notice in accordance with this paragraph and the date of election of directors if the procedure called for in this paragraph was followed with respect to the nomination of the proposed nominee.

          You are urged to vote in favor of the election of all of the nominees for directors by signing and returning the enclosed proxy as promptly as possible, whether or not you plan to attend the meeting in person. If you do attend the meeting, you may then withdraw your proxy. The proxy may be revoked at any time prior to its exercise.

		By Order of the Board of Directors
Dated: April 1, 2008		Terrance J. Reeson, Vice Chairman and Secretary

Annual Meeting of Shareholders
May 21, 2008

          Plumas Bancorp is providing this proxy statement to shareholders of Plumas Bancorp in connection with the annual meeting (the “Meeting”) of shareholders of Plumas Bancorp to be held at the Plumas Bank Credit Administration Building located at 32 Central Avenue, Quincy, California, on Wednesday, May 21, 2008 at 10:30 a.m. and at any and all adjournments thereof.

          It is expected that Plumas Bancorp will mail this proxy statement and accompanying notice and form of proxy to shareholders on or about April 14, 2008.

Revocability of Proxies

          A proxy for use at the meeting is enclosed. Any shareholder who executes and delivers such proxy has the right to revoke it at any time before it is exercised, by filing with the Secretary of Plumas Bancorp an instrument revoking it, or a duly executed proxy bearing a later date. The Secretary of Plumas Bancorp is Terrance J. Reeson, and any revocation should be filed with him at Plumas Bancorp, 35 S. Lindan Avenue, Quincy, California 95971. In addition, the powers of the proxy holders will be revoked if the person executing the proxy is present at the meeting and elects to vote in person. Subject to such revocation or suspension, the proxy holders will vote all shares represented by a properly executed proxy received in time for the meeting in accordance with the instructions on the proxy. If no instruction is specified with regard to the matter to be acted upon, the proxy holders will vote the shares represented by the proxy “FOR” each of the nominees for directors. If any other matter is presented at the meeting, the proxy holders will vote in accordance with the recommendations of management.

Persons Making the Solicitation

          The Board of Directors of Plumas Bancorp is soliciting proxies. Plumas Bancorp (the “Company”) will bear the expense of preparing, assembling, printing and mailing this proxy statement and the material used in the solicitation of proxies for the meeting. The Company contemplates that proxies will be solicited principally through the use of the mail, but officers, directors and employees of Plumas Bancorp may solicit proxies personally or by telephone, without receiving special compensation for the solicitation. Although there is no formal agreement to do so, the Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding these proxy materials to their principals. In addition, the Company may utilize the services of individuals or entities not regularly employed by Plumas Bancorp in connection with the solicitation of proxies, if management of the Company determines that this is advisable.

Voting Securities

          Management of the Company has fixed March 31, 2008 as the record date for purposes of determining the shareholders entitled to notice of, and to vote at, the meeting. On March 31, 2008, there were 4,829,820 shares of Plumas Bancorp’s common stock issued and outstanding. Each holder of Plumas Bancorp’s common stock will be entitled to one vote for each share of the Company’s common stock held of record on the books of Plumas Bancorp as of the record date. In connection with the election of directors, shares may be voted cumulatively if a shareholder present at the meeting gives notice at the meeting, prior to the voting for election of directors, of his or her intention to vote cumulatively. If any shareholder of Plumas Bancorp gives that notice, then all shareholders eligible to vote will be entitled to cumulate their shares in voting for election of directors. Cumulative voting allows a shareholder to cast a number of votes equal to the number of shares held in his or her name as of the record date, multiplied by the number of directors to be elected. These votes may be cast for any one nominee, or may be distributed among as many nominees as the shareholder sees fit. If cumulative voting is declared at the meeting, votes represented by proxies delivered

pursuant to this proxy statement may be cumulated in the discretion of the proxy holders, in accordance with management’s recommendation.

          The effect of broker nonvotes is that such votes are not counted as being voted; however such votes are counted for purposes of determining a quorum. The effect of a vote of abstention on any matter is that such vote is not counted as a vote for or against the matter, but is counted as an abstention.

Shareholdings of Certain Beneficial Owners and Management

          Management of Plumas Bancorp knows of no person who owns, beneficially or of record, either individually or together with associates, 5 percent or more of the outstanding shares of the Company’s common stock, except as set forth in the table below. The following table sets forth, as of March 17, 2008, the number and percentage of shares of Plumas Bancorp’s outstanding common stock beneficially owned, directly or indirectly, by principal shareholders, by each of the Company’s directors, the Chief Executive Officer (“CEO”) and the two other most highly compensated executive officers during 2007 and by the directors and executive officers of the Company as a group. The shares “beneficially owned” are determined under the Securities and Exchange Commission Rules, and do not necessarily indicate ownership for any other purpose. In general, beneficial ownership includes shares over which the director, named executive officer or principal shareholder has sole or shared voting or investment power and shares which such person has the right to acquire within 60 days of March 17, 2008. Unless otherwise indicated, the persons listed below have sole voting and investment powers of the shares beneficially owned or acquirable by exercise of stock options. Management is not aware of any arrangements, which may result in a change of control of Plumas Bancorp.

		Amount and Nature of
Beneficial Owner		Beneficial Ownership (a)				Percent of Class (a)
Principal Shareholders that own 5% or more:
Cortopassi (b)			475,552				9.8
Directors and Named Executive Officers:
Douglas N. Biddle, President and CEO and Director			74,279	(1)			1.5
Robert T. Herr, EVP and Loan Administrator			21,725	(2)			*
Andrew J. Ryback, EVP and CFO			29,490	(3)			*
Daniel E. West, Director and Chairman of the Board			58,288	(4)			1.2
Terrance J. Reeson, Director, Vice Chairman of the Board and Secretary of the Board			181,674	(5)			3.7
Alvin G. Blickenstaff, Director			172,114	(6)			3.5
William E. Elliott, Director			78,579	(7)			1.6
Gerald W. Fletcher, Director			39,288	(8)			*
John Flournoy, Director			8,075	(9)			*
Arthur Grohs, Director			134,956	(10)			2.8
Jerry V. Kehr, Director			201,071	(11)			4.1
Thomas Watson, Director			24,133	(12)			*
All 14 Directors and Executive Officers as a Group			792,494				15.8

	(a	)		Includes 168,315 shares subject to options held by the directors and executive officers that were exercisable within 60 days of March 17, 2008. These are treated as issued and outstanding for the purpose of computing the percentage of each director, named executive officer and the directors and officers as a group, but not for the purpose of computing the percentage of class owned by any other person, including principal shareholders.
	(b	)		Two Cortopassi controlled entities have beneficial ownership over a total of 475,552 shares of Plumas Bancorp. The Cortopassi Family Trust owns 155,440 shares of Plumas Bancorp, while Cortopassi Partners, L.P. owns 320,112 shares of Plumas Bancorp. Dean A. Cortopassi is the Trustee of the Cortopassi Family Trust and is also President of San Tomo, Inc., the general partner of Cortopassi Partners, L.P. The address of the Limited Partnership is 11292 North Alpine Road, Stockton, California 95212.
	(1	)		Mr. Biddle has shared voting and investment powers as to 40,455 shares, sole voting and investment powers as to 6,679 shares and sole investment powers but no voting powers as to 4,861shares. He also has 22,284 shares acquirable by exercise of stock options.
	(2	)		Mr. Herr has 21,725 shares acquirable by exercise of stock options.
	(3	)		Mr. Ryback has shared voting and investment powers as to 6,175 shares and sole investment powers but no voting powers as to 4,256 shares. He also has 19,059 shares acquirable by exercise of stock options.
	(4	)		Mr. West has sole voting and investment powers as to 7,125 shares, shared voting and investment powers as to 20,923 shares, sole voting powers but shared investment powers as to 16,794 shares and no voting or investment powers as to 3,637 shares. He also has 9,809 shares acquirable by exercise of stock options.
	(5	)		Mr. Reeson has shared voting and investment powers as to 71,975 shares and sole voting and investing powers as to 2,796 shares. Mr. Reeson, along with Messrs. Blickenstaff, Grohs and Kehr, are members of the Compensation Committee and have shared voting powers as to 92,234 shares held by the Plumas Bank 401k Plan, of which beneficial ownership of 92,234 shares are disclaimed by Mr. Reeson. He also has 14,669 shares acquirable by exercise of stock options.
	(6	)		Mr. Blickenstaff has shared voting and investment powers as to 67,172 shares, sole voting and investing powers as to 5,673 shares and no voting or investment powers as to 2,851 shares. Mr. Blickenstaff, along with Messrs. Reeson, Grohs and Kehr, are members of the Compensation Committee and have shared voting powers as to 92,234 shares held by the Plumas Bank 401k Plan, of which beneficial ownership of 92,234 shares are disclaimed by Mr. Blickenstaff. He also has 4,184 shares acquirable by exercise of stock options.
	(7	)		Mr. Elliott has shared voting and investment powers as to 67,786 shares and sole voting and investment powers as to 10,543 shares. He also has 250 shares acquirable by exercise of stock options.
	(8	)		Mr. Fletcher has shared voting and investment powers as to 30,046 shares. He also has 9,242 shares acquirable by exercise of stock options.
	(9	)		Mr. Flournoy has sole voting and investment powers as to 6,450 shares and no voting or investment powers as to 375 shares. He also has 1,250 shares acquirable by exercise of stock options.
	(10	)		Mr. Grohs has shared voting and investment powers as to 30,842 shares and no voting or investment powers as to 571 shares. Mr. Grohs, along with Messrs. Reeson, Blickenstaff and Kehr, are members of the Compensation Committee and have shared voting powers as to 92,234 shares held by the Plumas Bank 401k Plan, of which beneficial ownership of 92,234 shares are disclaimed by Mr. Grohs. He also has 11,309 shares acquirable by exercise of stock options.
	(11	)		Mr. Kehr has sole voting and investment powers as to 93,424 shares and shared voting and investment powers as to 5,604 shares. Mr. Kehr, along with Messrs. Reeson, Blickenstaff and Grohs, are members of the Compensation Committee and have shared voting powers as to 92,234 shares held by the Plumas Bank 401k Plan, of which beneficial ownership of 92,234 shares are disclaimed by Mr. Kehr. He also has 9,809 shares acquirable by exercise of stock options.
	(12	)		Mr. Watson has sole voting and investment powers as to 8,697 shares. He also has 15,436 shares acquirable by exercise of stock options.

Section 16(a) Beneficial Ownership Compliance

          Section 16(a) of the Securities Exchange Act of 1934 requires Plumas Bancorp’s directors and certain executive officers and persons who own more than ten percent (10%) of a registered class of the Company’s equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the “SEC”). The Reporting Persons are required by SEC regulation to furnish the Bancorp with copies of all Section 16(a) forms they file.

          Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to the Company during and with respect to its 2007 fiscal year, no director, executive officer or beneficial owner of 10% or more of the Company’s common stock failed to file, on a timely basis, reports required during or with respect to 2007 by Section 16(a) of the Securities Exchange Act of 1934, as amended, except for Mr. Elliott, who inadvertently failed to file one timely report on Form 4 with respect to one transaction.

Election of Directors

          The persons named below, all of whom are current members of the Board of Directors (the “Board”), will be nominated for election as directors at the Meeting to serve until the 2009 Annual Meeting of Shareholders and until their successors are elected and have qualified. Votes of the proxy holders will be cast in such a manner as to effect the election of all 10 nominees, as appropriate. The 10 nominees for directors receiving the most votes will be elected directors. In the event that any of the nominees should be unable to serve as a director, it is intended that the Proxy will be voted for the election of such substitute nominee, if any, as shall be designated by the Board. The Board has no reason to believe that any of the nominees named below will be unable to serve if elected. Additional nominations for directors may only be made by complying with the nomination procedures which are included in the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement.

          The following table sets forth the names of, and certain information concerning, the persons to be nominated by the Board for election as directors of Plumas Bancorp.

				Year First
Name and Title				Appointed
Other than Director		Age		Director		Principal Occupation During the Past Five Years
Douglas N. Biddle		54		2005		President and CEO of Plumas Bancorp and Plumas
President and CEO						Bank, Quincy, CA. Previously Executive Vice
						President and Chief Administrative Officer of
						Plumas Bancorp and Plumas Bank.
Daniel E. West		54		1997		President, Graeagle Land & Water Co., a land
Chairman of the Board						management company. President, Graeagle Water
						Co, a private water utility, Graeagle, CA
Terrance J. Reeson		64		1984		Retired. Formerly with the U.S. Forestry
Vice Chairman and Secretary						Service, Quincy, CA.
of the Board
Alvin G. Blickenstaff		72		1988		Farmer and Rancher, partner in Blickenstaff
						Ranch, Janesville, CA.
William E. Elliott		67		1987		Retired. Formerly President and CEO of Plumas
						Bancorp, Quincy, CA.
Gerald W. Fletcher		65		1988		Forest Products Wholesaler, Susanville, CA.
John Flournoy		63		2005		Rancher and Chief Financial Officer of Likely
						Land and Livestock Corporation. Likely, CA.
Arthur C. Grohs		71		1988		Retired. Former Retailer, Susanville, CA.
Jerry V. Kehr		78		1980		Real Estate Broker, Coldwell Banker,
						Kehr/O’Brien Real Estate, Chester, CA.
Thomas Watson		64		2001		Owner and operator of Truckee River
						Associates, a real estate development
						management firm, Truckee, CA.

          All nominees will continue to serve if elected at the meeting until the 2009 annual meeting of shareholders and until their successors are elected and have been qualified. None of the directors were selected pursuant to any arrangement or understanding other than with the directors and executive officers of Plumas Bancorp acting within their capacities as such. There are no family relationships between any of the directors of Plumas Bancorp. No director of the Company serves as a director of any company that has a class of securities registered under, or which is subject to the periodic reporting requirements of, the Securities Exchange Act of 1934, or of any company registered as an investment company under the Investment Company Act of 1940.

The Board of Directors and Committees

          During 2007, the Company’s Board of Directors met 12 times. None of Plumas Bancorp’s directors attended less than 75 percent of all Board of Directors’ meetings and committee meetings of which they were members. The Company does not have a policy requiring director attendance at its annual meeting. However, most directors attend the meeting as a matter of course. All current directors attended the annual meeting of shareholders held in May 2007. The Board has established, among others, an Audit Committee, Corporate Governance Committee and a Compensation Committee, and each of these committees have charters. Charters for each of these committees are available on the Company’s website www.plumasbank.com.

Shareholder Communication with the Board of Directors

          If you wish to communicate with the Board of Directors you may send correspondence to the Corporate Secretary, Plumas Bancorp, 35 S. Lindan Avenue, Quincy, California 95971. The Corporate Secretary will submit your correspondence to the Board of Directors or the appropriate committee, as applicable.

Code of Ethics

          The Board of Directors has adopted a code of business conduct and ethics for directors, officers (including Plumas Bancorp’s principal executive officer and principal financial officer) and financial personnel, known as the Corporate Governance Code of Ethics Policy. This Code of Ethics Policy is available on Plumas Bancorp’s website at www.plumasbank.com. Shareholders may request a free copy of the Code of Ethics Policy from Plumas Bancorp, Ms. Elizabeth Kuipers, Investor Relations, 35 S. Lindan Avenue, Quincy, California 95971.

Director Independence

          The Board has determined that each of the following non-employee directors is “independent” within the meaning of the listing standards and rules of NASDAQ.

		Daniel E. West		Terrance J. Reeson
		Alvin G. Blickenstaff		Gerald W. Fletcher
		John Flournoy		Arthur C. Grohs
		Jerry V. Kehr		Thomas Watson

Audit Committee

          Plumas Bancorp has an Audit Committee composed of Mr. Flournoy, Chairman and Messrs. Fletcher, Reeson and Watson. The Board has determined that each member of the Audit Committee meets the independence and experience requirements of the listing standards of NASDAQ and the Securities and Exchange Commission. The Board has determined that the Audit Committee does not have an “audit committee financial expert,” as that term is defined in Item 407 of SEC Regulation S-K, because (i) none of the members of the Audit Committee possesses all the requisite qualifications to be considered an “audit committee financial expert” and (ii) thus far, the Board has not been able to successfully recruit an individual who qualifies as an “audit committee financial expert” and who would be willing to serve on the Audit Committee in that capacity. In the future as Board vacancies occur the Board of Directors will attempt to recruit a member who will meet the SEC definition of “audit committee financial expert”.

          The Audit Committee met six times during 2007. The Audit Committee reviews all internal and external audits including the audit by Perry-Smith LLP, the Company’s independent auditor. The Audit Committee reports any significant findings of audits to the Board of Directors, and ensures that the Company’s internal audit plans are met, programs are carried out, and deficiencies and weaknesses, if any, are addressed. The Audit Committee meets regularly to discuss and review the overall audit plan. The Audit Committee’s policy is to pre-approve all recurring audit and non-audit services provided by the independent auditors through the use of engagement letters. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Audit Committee regarding all services provided by the independent auditors and fees associated with those services performed to date. Other than some ancillary audit and accounting services and some ancillary tax and accounting consulting services, the fees paid to the independent auditors in 2007 and 2006 were approved per the Audit Committee’s pre-approval policies.

Audit Committee Report

          This report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Plumas Bancorp specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Acts.

          The Board of Directors and the Audit Committee has reviewed Plumas Bancorp’s audited financial statements and discussed such statements with management. The Audit Committee has discussed with Perry-Smith LLP, the Company’s independent auditors during the year 2007, the matters required to be discussed by Statement of Auditing Standards No. 61, as amended (Communication with Audit and Finance Committees, as amended).

          The Audit Committee received written disclosures and a letter from Perry-Smith LLP, required by Independence Standards Board Standard No. 1 and has discussed with them their independence from management. The Audit Committee has also considered whether the independent auditors’ provision of other non-audit services is compatible with the auditors’ independence.

          Based on the review and discussions noted above, the Audit Committee recommended to the Board of Directors that Plumas Bancorp’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, for filing with the Securities and Exchange Commission.

		THE AUDIT COMMITTEE:
		John Flournoy, Chairman		Terrance J. Reeson
		Gerald W. Fletcher		Thomas Watson

Corporate Governance Committee

          Plumas Bancorp has a Corporate Governance Committee which met five times during 2007. The Corporate Governance committee consists of Mr. Grohs, Chairman and Messrs. Blickenstaff, Kehr, West and Biddle. The Board has determined that Messrs. Grohs, Blickenstaff, Kehr, and West are “independent” within the meaning of the listing standards and rules of NASDAQ. The Corporate Governance committee provides assistance to the Board by identifying qualified individuals as prospective Board members, recommends to the Board the director nominees for election at the annual meeting of shareholders, oversees the annual review and evaluation of the performance of the Board and its committees and develops and recommends corporate governance guidelines to the Board of Directors.

          The Corporate Governance Committee does not have any written specific minimum qualifications or skills that the committee believes must be met by either a committee-recommended or a security holder-recommended candidate in order to serve on the committee. The Corporate Governance Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board with skills and experience that are relevant to the Company’s business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not to wish to continue in service or if the Corporate Governance Committee or the Board decided not to re-nominate a member for re-election, the Corporate Governance Committee identifies the desired skills and experience of a new nominee in light of the following criteria. When identifying and evaluating new directors, the Corporate Governance Committee considers the diversity and mix of the existing Board of Directors, including, but not limited to, such factors as: the age of the current directors, their geographic location (being a community bank, there is a strong preference for local directors), background and employment experience. Among other things, when examining a specific candidate’s qualifications, the Corporate Governance Committee considers the candidate’s: ability to represent the best interest of the Company, existing relationships with the Company, interest in the affairs of the Company and its purpose, ability to fulfill director responsibilities, leadership skill, reputation within the Company’s community, community service, integrity, business judgment, ability to develop business for Plumas Bancorp and ability to work as a member of a team. All nominees to be considered at the Meeting were recommended by the Corporate Governance Committee.

          The Corporate Governance Committee will consider nominees to the Board proposed by shareholders, although the Board has no formal policy with regard to shareholder nominees as it considers all nominees on their merits as aforementioned. Any shareholder nominations proposed for consideration by the Board may only be made by complying with the nomination procedures which are included in the Notice of Annual Meeting of Shareholders accompanying this Proxy and should be addressed to:

President
Plumas Bancorp
35 S. Lindan Avenue
Quincy, CA 95971

Compensation Committee

     Plumas Bancorp has a Compensation Committee that met six times in 2007. The Compensation Committee consists of Mr. Kehr, Chairman and Messrs. Blickenstaff, Grohs, and Reeson. The Board has determined that Messrs. Kehr, Grohs, Blickenstaff, and Reeson are “independent” within the meaning of the listing standards and rules of NASDAQ. The Compensation Committee reviews human resource policies, establishes the compensation for the Chief Executive Officer and other executive officers, reviews salary recommendations, grants stock options and approves other personnel matters, which are in excess of management’s authority.

     The Compensation Committee’s responsibilities, discussed in detail in its charter include, among other duties, the responsibility to:

	•		Provide advice and consent to the Board of Directors in appointment and evaluation of the job performance of the Chief Executive Officer;
	•		Provide advice and consent to the Chief Executive Officer in the appointment of other executive officers, with approval by the Board of Directors;
	•		Provide advice and consent to the Board of Directors in the evaluation and approval of Company directors and executive officers compensation plans, policies and programs;
	•		Provide advice and consent to executive officers relating to company compensation (including benefits) strategy and policies to ensure that competitive compensation is offered to employees that also aligns the interests of employees with those of Company’s stockholders; and
	•		Provide advice and consent to the Chief Executive Officer in planning for executive officer management succession.

     At least annually the Compensation Committee reviews, adjusts (as necessary), and approves the Company’s directors’ compensation, including cash, equity or other compensation for service on the Board, any committee of the Board and as Chairperson of the Board or any committee of the Board. The Compensation Committee, at least annually, reviews, adjusts (as necessary), and approves the Chief Executive Officer’s compensation, including annual base salary, annual incentive bonus (including specific goals and amount), equity compensation, employment agreements, severance agreements, change in control agreements /provisions, and any other benefits, compensation or arrangements. The Compensation Committee, at least annually, provides advice and consent to the Chief Executive Officer in the review and adjustment of (as necessary) of the Company’s executive officers’ (other than the Chief Executive Officer) compensation.

     The Compensation Committee has the authority, to the extent it deems necessary, to retain and terminate an outside compensation consultant to assist in the evaluation of director and executive officer compensation and benefits matters.

Executive Officers

     The following table sets forth information concerning executive officers of Plumas Bancorp and Plumas Bank:

Name		Age				Position and Principal Occupation for the Past Five Years
Douglas N. Biddle			54			President and Chief Executive Officer of Plumas Bancorp and Plumas Bank. Previously Executive Vice President and Chief Administrative Officer of Plumas Bancorp and Plumas Bank.
Monetta R. Dembosz			57			Executive Vice President and Operations Manager of Plumas Bank since February 2007. Previously Senior Vice President and Operations Manager of Plumas Bank.
Robert T. Herr			59			Executive Vice President and Loan Administrator of Plumas Bank.
Dennis C. Irvine			61			Executive Vice President and Chief Information and Technology Officer of Plumas Bank.
Andrew J. Ryback			42			Executive Vice President and Chief Financial Officer of Plumas Bancorp and Plumas Bank.

Executive Compensation

Summary Compensation Table

																						Non-Equity
																						Incentive				Nonqualified
														Stock				Option				Plan				Deferred				All Other
														Awards				Awards				Compensation				Compensation				Compensation
Name and Principal Position		Year				Salary				Bonus				(1)				(2)				(3)				Earnings				(4)				Total
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)
Douglas N. Biddle President and CEO of Plumas Bancorp and Plumas Bank			2007			$	235,000			$	0			$	0			$	34,637			$	0			$	0			$	11,233			$	280,870
			2006			$	235,000			$	0			$	0			$	12,996			$	96,350			$	0			$	10,535			$	354,881
Robert T. Herr EVP and Loan Administrator of			2007			$	145,000			$	0			$	0			$	21,596			$	6,960			$	0			$	16,552			$	190,108
Plumas Bank			2006			$	145,000			$	0			$	0			$	12,996			$	49,648			$	0			$	16,834			$	224,478
Andrew J. Ryback EVP and CFO of Plumas			2007			$	142,500			$	0			$	0			$	16,754			$	6,240			$	0			$	6,374			$	171,868
Bancorp and Plumas Bank			2006			$	130,000			$	0			$	0			$	8,039			$	40,612			$	0			$	5,379			$	184,030

   Douglas N. Biddle Employment Agreement

     The Board of Directors of the Company entered into an employment agreement with Mr. Biddle dated January 1, 2006. This agreement has a three year term. Under this agreement Mr. Biddle’s initial base salary was set at $235,000 per year with future base salary increases to be granted at the sole discretion of the Board. Mr. Biddle is entitled to participate in any and all other employee benefits and plans existing or developed by the Company. The agreement includes payments and benefits in the case of a Change in Control of the Company or the termination of Mr. Biddle without cause. These amounts are described under the caption “Potential Payments upon Termination or Change of Control,” located on page 14 of this proxy statement.

   Non-Equity Incentive Plan

     We provide annual incentive bonuses to pay our executives for performance. The 2007 incentive bonus plan was designed to drive achievement of our 2007 financial performance goals, and to promote the attainment of company-wide strategic project initiatives. For the year ended December 31, 2007, we established the annual corporate financial performance targets based on the following measures: net income of $5.5 million, basic earnings per share of $1.10, return on assets of 1.10%, and return on equity of 14.8%.

     Company-wide strategic project initiatives were defined at the beginning of the year. These projects are designed by the Company’s Chief Executive Officer to support the Company’s business plan and are reviewed by the Company’s Compensation Committee. Each initiative must be completed by a specified date.

     In the case of the Company’s Chief Executive Officer the annual incentive bonus was based exclusively on corporate financial performance measures because his performance has a substantial impact on the achievement of those goals. In the case of Messrs. Herr and Ryback, incentive bonuses are based 80% on the achievement of corporate financial performance measures and 20% on the project initiatives. The Company establishes an annual target for each financial performance measure based on its confidential business plan and budget for the coming year. For 2007, performance below 97% of target on a corporate financial performance measure results in absence of an incentive payment based on that measure. Assuming all corporate financial performance goals are at the target performance level, Mr. Biddle would receive an incentive payment of 30% of his salary. As each financial performance measure exceeds target by 1% Mr. Biddle would receive an additional 1% of salary. Therefore, assuming the four financial performance measures exceed target by 5%, Mr. Biddle would receive an incentive payment of 50% of his salary. At the threshold amount of 97% of target, Mr. Biddle would receive an incentive bonus of 20% of his salary. Messrs. Herr and Ryback would receive a payment of 19.2% of salary based on corporate financial performance goals at target and 32% of salary assuming these goals exceed target by 5%. In addition, for successful completion of each project initiative, they can earn 1.6% of their salary up to a maximum of 8% of their salary. For purposes of bonus payments annual salary is calculated as of January 1, 2007.

     The threshold level for the financial performance goals was not met during 2007 and therefore no bonus was payable under this portion of the plan. Based on the successful achievement of three of seven strategic projects the following bonus payments were earned: Mr. Herr: $6,960 (4.8% of base salary); Mr. Ryback: $6,240 (4.4% of base salary).

   Stock Option Awards

     We consider equity compensation in the form of annual stock option awards an important component of our total compensation package because it helps align the interests of our executives to those of our shareholders and provides a significant retention benefit. During 2006 the Company’s shareholders approved an amendment and restatement of the Plumas Bank 2001 Stock Option Plan allowing restricted stock awards to employees. The Board approves all stock option and restricted stock grants.

     Beginning on March 1, 2007 we began an annual process of granting stock options to all corporate officers of the Company. We chose at this time not to incorporate restricted stock into our equity-based compensation program, but may consider issuing restricted stock in the future. Options granted in the 2007 equity-based compensation program totaling 25,700 to Mr. Biddle and 10,400 to each of Messrs. Herr and Ryback were contingent on the Company meeting certain threshold performance measures for the year ending December 31, 2006.

     We chose to make the annual grants during the first quarter of each year after financial results for the completed fiscal year have been publicly announced and after bonus incentive payments have been calculated. It is anticipated that future annual grants also will be made during the first quarter of the Company’s fiscal year. The Company makes grants of equity-based compensation only at fair market value of our stock at the time of grant. The exercise price of stock options is set at the closing stock price on the date of grant. All option grants have a maximum vesting period of five (5) years and expire no more than ten (10) years from the date of grant.

     The Company incorporates the officer’s position level in the determination of the total value of the equity-based compensation to be included in the officer’s total compensation. The higher the officer level the more options/restricted stock that may be granted to the officer. Additional options may be granted to an individual based on outstanding achievement. This is consistent with the Company’s philosophy of rewarding those officers who have the most impact on our performance.

   Post-Employment Benefits

     We consider providing significant post-employment benefits in the form of providing salary continuation benefits to our executives as an important part of their total executive compensation to reward them for their service and loyalty to the Company. The Company has entered into salary continuation agreements with Messrs. Biddle, Herr and Ryback. The purpose of the salary continuation agreements is to provide special incentive to the experienced executive officer to continue employment with the Company on a long-term basis. The agreements provide the executive with salary continuation benefits of up to $62,000 per year for 15 years after retirement at age 65. In the event of death prior to retirement, the executive’s beneficiary will receive salary continuation benefits at a reduced amount depending on the length of service with the Company or the executive’s beneficiary is entitled to a portion of the death benefits pursuant to a split dollar agreement. In the event of disability wherein the executive does not continue employment with the Company, the executive is entitled to salary continuation benefits, at a reduced amount depending on the length of service with the Company, beginning at age 65 or on the date on which he is no longer entitled to disability benefits under the Company’s group disability insurance, whichever is earlier. If the executive terminates employment with the Company for a reason other than death or disability prior to the retirement age of 65, such person will be entitled to salary continuation benefits at a reduced amount depending on the length of service with the Company. The vesting of salary continuation benefits occurs at a rate that provides

for a 90% vesting at age 60 and 2% per year for the next five years of service, for a total vesting of 100%. In the event of a change of control of the Company and the executive terminates employment with the Company or its successor within a period of 5 years after such change in control, then the executive may elect full vesting of his salary continuation payments and the payment of the salary continuation benefits beginning with the month after his termination, subject to the reduction of benefits if the benefits result in a limitation of deductibility of such benefits for the Company under Section 280G of the Internal Revenue Code. The salary continuation benefits are informally funded by single premium life insurance policies with the executive as the insured parties and the Company as the beneficiary of the policies.

     The Company has entered into split dollar agreements with Messrs Biddle, Herr and Ryback. The purpose of the split dollar agreements is to provide special incentive for the executives to continue employment with the Company on a long-term basis. To accomplish this, the Company agrees to divide the net death proceeds of life insurance policies on the Executive’s life with the Executive’s beneficiary. The Company pays the taxes on the imputed income on the life insurance benefit provided to the Executive under the split dollar agreement.

     Perquisites

     We offer a qualified 401(k) plan in which the named executive officers participate on the same terms as all other employees. Under the terms of the 401(k) plan, we match the first 3% on a dollar-for-dollar basis. In addition we offer medical, dental and vision plans under the same terms to all employees. Other perquisites and benefits, which do not represent a significant portion of the named executive’s total compensation, include for some of the executives a company provided automobile, company provided gasoline and maintenance, tax gross ups related to split dollar life insurance premiums, the payment of the executives’ portion of the split dollar insurance. These plans, and the contributions we make to them, provide an additional benefit to attract and retain executive officers of the Company.

Outstanding Equity Awards at Fiscal Year-End

		Option Awards																				Stock Awards
																														Equity				Equity
																														Incentive				Incentive
																														Plan				Plan
																														Awards:				Awards:
																						Number												Market or
										Equity												of												Payout
										Incentive Plan												Shares				Market				Number of				Value of
										Awards:												or Units				value of				Unearned				Unearned
		Number of				Number of				Number of												of				Shares or				Shares,				Shares,
		Securities				Securities				Securities												Stock				Units of				Units or				Units or
		Underlying				Underlying				Underlying												That				Stock				Other				Other
		Unexercised				Unexercised				Unexercised				Option				Option				Have				That Have				Rights That				Rights That
		Options (#)				Options (#)				Unearned				Exercise				Expiration				Not				Not				Have Not				Have Not
Name		Exercisable				Unexercisable				Options (#)				Price ($)				Date				Vested				Vested ($)				Vested				Vested ($)
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)
			7,984	(1)			0							$	10.75				12/18/2012
			4,500	(2)			1,125							$	13.19				12/17/2013
			3,375	(3)			2,250							$	14.19				12/15/2014
Douglas N. Biddle			0	(4)			25,700				N/A			$	16.37				03/01/2015			$	0			$	0			$	0			$	0
			11,250	(1)			0							$	10.75				12/18/2012
			4,500	(2)			1,125							$	13.19				12/17/2013
			3,375	(3)			2,250							$	14.19				12/15/2014
Robert T. Herr			0	(4)			10,400				N/A			$	16.37				03/01/2015			$	0			$	0			$	0			$	0
			5,000	(5)			0							$	5.43				10/17/2011
			5,625	(1)			0							$	10.75				12/18/2012
			2,248	(2)			564							$	13.19				12/17/2013
			1,800	(6)			1,200							$	12.67				04/02/2014
			1,686	(3)			1,126							$	14.19				12/15/2014
Andrew J. Ryback			0	(4)			10,400				N/A			$	16.37				03/01/2015			$	0			$	0			$	0			$	0

   Potential Payments Upon Termination Or Change of Control

     The following is a discussion of the payments that may come due to a named executive officer following a change of control or the termination of the named executive officer. Regardless of the manner in which a named executive officer’s employment terminates, he is entitled to receive amounts earned during his term of employment including all unused vacation pay and amounts vested through the Bank’s 401(k) Plan. Upon termination of employment, a named executive officer also has the right to exercise all vested stock options, unless their termination is for cause.

Payments Made Upon a Change in Control

     Salary Continuation Agreements: The Company has entered into salary continuation agreements with Messrs. Biddle, Herr and Ryback. The agreements provide the executive with salary continuation benefits of up to $62,000 per year for 15 years after retirement.

In the event of a change of control of the Company and the executive terminates employment with the Company or its successor within a period of 5 years after such change in control, then the executive may elect full vesting of his salary continuation payments and the payment of the salary continuation benefits beginning with the month after his termination, subject to the reduction of benefits if the benefits result in a limitation of deductibility of such benefits for the Company under Section 280G of the Internal Revenue Code.

     Under the terms of these agreements a change in control includes the following:

A.

A Change In Ownership of the Company:

A change in ownership of the Company occurs on the date that any person (or group of persons) acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company.

B.

A Change in Effective Control of the Company:

A change in effective control of the Company occurs on the date that:

	1.		Any person (or group of persons) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty-five percent (35%) or more of the total voting power of the stock of the Company; or
	2.		A majority of members of the Company’s Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board prior to the date of the appointment or election.

C.

A Change in Ownership of a Substantial Portion of the Company’s Assets:

A change in the ownership of a substantial portion of the Company’s assets occurs on the date that any person (or group of persons) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to, or more than, forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

     Douglas N. Biddle Employment Agreement: Mr. Biddle entered into an employment agreement with the Company effective January 1, 2006. Under this agreement if a Change in Control (as defined above) occurs and if either (i) Mr. Biddle is not retained by the resulting corporation for a period of 24 months in a position comparable to that of an executive vice president of the resulting corporation or a position with the resulting corporation that is acceptable to Mr. Biddle, or (ii) the resulting company reduces Mr. Biddle’s base salary from Mr. Biddle’s base salary immediately prior to the Change in Control at any time during the 24 month period immediately following the consummation of the Change in Control Mr. Biddle is entitled to the following:

	•		24 months of Mr. Biddle’s base salary, based on Mr. Biddle’s base salary just prior to the Change in Control. At December 31, 2007 Mr. Biddle’s base salary was $235,000 per year.
	•		2 times the average annual bonus paid to Mr. Biddle over the most recent previous two complete calendar years. Mr. Biddle’s average annual bonus paid in 2007 and 2006 was $64,425.

	•		All base salary and paid time off and other accrued benefits as of the date of Mr. Biddle’s termination (“Earned Compensation”).
	•		Medical insurance coverage for Mr. Biddle and Mr. Biddle’s dependents for twenty four months. At December 31, 2007 the monthly cost of Mr. Biddle’s medical insurance coverage was $842.

     The payment of salary, bonus and Earned Compensation is payable in a lump sum not to exceed an amount that is $1 less than 3 times Mr. Biddle’s average annual salary and cash bonus over the previous five years threshold as allowed under Internal Revenue Code Section 280G. In addition payment is conditioned on Mr. Biddle having executed a Separation Agreement and the revocation period having expired without Mr. Biddle having revoked the Separation Agreement.

     Stock Option Agreements: Upon a change in control all stock options held by a named executive officer may vest and become exercisable.

Payments Made Upon Termination of Employment

     Douglas N. Biddle Employment Agreement: Under Mr. Biddle’s employment agreement, in the event of Mr. Biddle’s termination “without cause”, as defined in the agreement, prior to January 1, 2009, he will receive a severance benefit equal to 18 months of base salary plus 1.5 times the average annual bonus paid to Mr. Biddle over the most recent previous two complete calendar years, based on Mr. Biddle’s base salary just prior to termination. The payment of salary, bonus and Earned Compensation is payable in a lump sum not to exceed an amount that is $1 less than 3 times Mr. Biddle’s average annual salary and cash bonus over the previous five years threshold as allowed under Internal Revenue Code Section 280G. The payment of severance benefits is conditioned on Mr. Biddle having executed a Separation Agreement and the revocation period having expired without Mr. Biddle having revoked the Separation Agreement. In addition, Mr. Biddle and his dependants will be provided medical insurance coverage at the Company’s expense for eighteen months following the date of termination without cause.

Compensation of Directors

     Director Compensation: During 2007, non-employee Directors, except the Chairman, each received $2,100 per month for serving on the Plumas Bancorp’s and Plumas Bank’s Board of Directors and committees. The Chairman received $2,650 per month. Mr. Biddle does not receive any separate compensation for serving as a director.

     Deferred Fee Agreements: The Company has entered into Deferred Fee Agreements with board members Kehr and Watson. Board members Kehr and Watson did not defer fees earned in 2007. The purpose of the Deferred Fee Agreements is to provide a board member an opportunity to defer his or her director fees as an incentive to continue service with the Company. The agreement provides for deferral of director fees to the earlier of an agreed upon distribution date or the termination of director services for any reason. The Company will accrue interest on all deferred director fees at an annual floating percentage rate of the current Plumas Bank Prime Rate minus 1%. In the event of death prior to retirement, the beneficiary will receive full-deferred fee benefits. In the event of disability wherein the director does not continue service with the Company, the director is entitled to the full-deferred fee benefit accrued up to the point of director’s termination of service.

     Non-Qualified Stock Options: Non-qualified stock options representing 1,000 shares with an exercise price of $16.37 per share were granted to each non-employee director on March 1, 2007. These options have an eight year life and vest 25% per year beginning March 1, 2008. The Company makes grants of non-qualified stock options only at fair market value of our stock at the time of grant. All option grants have a maximum vesting period of five (5) years and expire no more than ten (10) years from the date of grant. Upon a change in control all stock options held by directors may vest and become exercisable.

Director Emeritus Plans

     Director Retirement Agreement: The Company has entered into Director Retirement (fee continuation) Agreements with its non-employee Directors excluding Mr. Elliott. Mr. Elliott retired as President and Chief Executive Officer of the Company during 2005 and is currently receiving benefits under his executive salary continuation agreement. The purpose of the fee continuation agreements is to provide a retirement benefit to the board members as an incentive to continue informal service with the Company. The agreement provides for fee continuation benefits of up to $10,000 per year with a term of 12 years after retirement with the exception of board member Flournoy whose agreement has a term of 15 years. In the event of death prior to retirement, the beneficiary will receive full fee continuation benefits, with the exception of Mr. Flournoy’s beneficiary who would be entitled to receive a lump sum payment of $30,000. In the event of disability wherein the director does not continue service with the Company, the director is entitled to fee continuation benefits, at a reduced amount depending on the length of service with the Company, beginning the month following termination of service. The agreements, with the exception of Mr. Flournoy’s agreement, allow for a Hardship Distribution under specified circumstances. Hardship Distributions are limited to the amount the Company had accrued under the terms of the agreement as of the day the director petitioned the Board to receive a Hardship Distribution. Upon a change in control the director is eligible to receive the full fee continuation benefits upon the director’s termination of service. The fee continuation benefits are informally funded by single premium life insurance policies. The directors are the insured parties and the Company is the beneficiary of the respective policies.

     Post-Retirement Consulting Agreement: The Company has entered into Post-Retirement Consulting Agreements with its non-employee Directors with the exception of Messrs. Flournoy and Elliott. The purpose of the Agreements is to provide consideration to the board members in exchange for consulting services after their retirement from the Board. The agreements provide for consulting fees of $10,000 per year for 3 years after retirement. In the event of death prior to completion of the consulting services, the beneficiary will receive death benefits equal to the remaining unpaid consulting fee benefits. In the event of disability wherein the retired director is unable to continue consulting services with the Company, the Company may terminate the director’s post-retirement consulting services. If the retired director voluntarily terminates his or her consulting services for other than good reason or if the Company terminates the director’s post-retirement consulting services for cause, the Post-Retirement Consulting Agreement shall terminate.

     The table below summarizes the compensation paid by the Company to non-employee Directors for the fiscal year ended December 31, 2007.

Director Compensation Table

		Fees
		Earned or								Option				Non-Equity				Nonqualified Deferred
		Paid in				Stock				Awards				Incentive Plan				Compensation Earnings				All Other
Name		Cash				Awards				($) (1)				Compensation				(2)				Compensation				Total
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)
Daniel E. West		$	31,800				N/A			$	7,219				N/A				N/A			$	0			$	39,019
Terrance J. Reeson		$	25,200				N/A			$	7,219				N/A				N/A			$	0			$	32,419
Alvin G. Blickenstaff		$	25,200				N/A			$	4,013				N/A				N/A			$	0			$	29,213
William E. Elliott		$	25,200				N/A			$	10,366				N/A				N/A			$	0			$	35,566
Gerald W. Fletcher		$	25,200				N/A			$	7,219				N/A				N/A			$	0			$	32,419
John Flournoy		$	25,200				N/A			$	3,145				N/A				N/A			$	0			$	28,345
Arthur Grohs		$	25,200				N/A			$	4,013				N/A				N/A			$	0			$	29,213
Jerry V. Kehr		$	25,200				N/A			$	4,013				N/A			$	1,873			$	0			$	31,086
Thomas Watson		$	25,200				N/A			$	7,219				N/A			$	1,226			$	0			$	33,645

Independent Accountants

     The firm of Perry-Smith LLP served as certified independent public accountants for Plumas Bancorp with respect to the year 2007, and Perry-Smith LLP has been appointed as the Company’s certified independent public accountants for 2008. The Company’s Board of Directors has determined the firm of Perry-Smith LLP to be fully independent of the operations of Plumas Bancorp.

     Aggregate fees billed by Perry-Smith LLP to Plumas Bancorp and the percentage of those fees that were pre-approved by the Company’s Audit Committee for the years ended 2007 and 2006 are as follows:

						Percentage								Percentage
						Pre-								Pre-
		2007				Approved				2006				Approved
Audit fees		$	213,000				100	%		$	201,000				100	%
Audit-related fees			15,000				100	%			14,000				80	%
Tax fees			21,000				100	%			20,000				94	%
Total fees		$	249,000				100	%		$	235,000				98	%

     The Audit Committee of the Bancorp has considered the provision of nonaudit services provided by Perry-Smith LLP to be compatible with maintaining the independence of Perry-Smith LLP.

     Perry-Smith LLP audited Plumas Bancorp’s financial statements for the year ended December 31, 2007. It is anticipated that a representative of Perry-Smith LLP will be present at the annual meeting of shareholders and will be available to respond to appropriate questions from shareholders at the meeting.

Shareholder Proposals

     Shareholder proposals to be submitted for presentation at the 2009 annual meeting of shareholders of Plumas Bancorp must be received by Plumas Bancorp no later than December 31, 2008. Shareholder proposals should be addressed to Mr. Douglas N. Biddle at Plumas Bancorp, 35 S. Lindan Avenue, Quincy, California 95971. Shareholder proposals, which are not contained in the proxy statement, SEC rules specify that certain requirements in the bylaws of Plumas Bancorp be satisfied. The bylaws require that any shareholder wishing to make a nomination for director give advance notice of the nomination which shall be delivered or mailed to the President of Plumas Bancorp by the later of: (i) the close of business twenty-one (21) days prior to any meeting of shareholders called for the election of directors; or (ii) ten (10) days after the date of mailing of notice of the meeting to shareholder; provided, however, that if only 10 days notice of the meeting is given to shareholders, such notice of intention to nominate shall be received by the President not later than the time fixed in the notice of the meeting for the opening of the meeting.

Certain Transactions

     Some of the directors and executive officers of Plumas Bancorp and their immediate families, as well as the companies with which they are associated, are customers of, or have had banking transactions with, Plumas Bancorp in the ordinary course of the Company’s business, and Plumas Bancorp expects to have banking transactions with such persons in the future. In management’s opinion, all loans and commitments to lend in such transactions were made in compliance with applicable laws and on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with other persons of similar creditworthiness and in the opinion of management did not involve more than a normal risk of collectibility or present other unfavorable features.

Other Matters

     Management does not know of any matters to be presented at the meeting other than those set forth above. However, if other matters come before the meeting, it is the intention of the persons named in the accompanying proxy to vote the shares represented by the proxy in accordance with the recommendations of management on such matters, and discretionary authority to do so is included in the proxy.

Available Information

     Plumas Bancorp’s common stock is registered under the Securities Exchange Act of 1934 and as a result the Company is required to file annual reports, quarterly reports and other periodic filings with the Securities and Exchange Commission (the “SEC”) and are posted and are available at no cost on the Company’s website, www.plumasbank.com, as soon as reasonably practicable after Plumas Bancorp files such documents with the SEC. These reports and filings are also available for inspection and/or printing at no cost through the SEC website, www.sec.gov. In addition, regulatory report data for both Plumas Bancorp and Plumas Bank are available for inspection and/or printing at no cost through the Federal Financial Institutions Examination Council’s (the “FFIEC”) Website, www.ffiec.gov and the Federal Deposit Insurance Corporation’s (the “FDIC”) Website, www.fdic.gov, respectively.

     Shareholders may request a free copy of Plumas Bancorp’s 10-K by writing to Ms. Elizabeth Kuipers, Investor Relations, 35 S. Lindan Avenue, Quincy, California 95971 or by telephoning her at (530)283-7305.