Edgar Filing: PLUMAS BANCORP

DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)

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Plumas Bancorp

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Dear Shareholder:

You are cordially invited to attend the annual meeting of shareholders of Plumas Bancorp, (the “Company”) which will be held at the Plumas Bank Credit Administration Building located at 32 Central Avenue, Quincy, California, on Wednesday, May 19, 2010 at 10:30 a.m. At this annual meeting, shareholders will be asked to elect eight directors for the next year and vote on approval of a non-binding advisory vote on the Company’s executive compensation.

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 and the Company’s executive compensation.

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. As an alternative to using your paper proxy card to vote, you may also vote by telephone or over the Internet by following the instructions on your proxy card.

Sincerely,

Andrew J. Ryback

Interim President and Chief Executive Officer

The date of this proxy statement is April 2, 2010

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 19, 2010 at 10:30 a.m., for the purpose of considering and voting upon the following matters:

Election of Directors. To elect eight (8) persons to serve as directors of the Bancorp until their successors are duly elected and qualified.


		Alvin G. Blickenstaff		William E. Elliott
		Gerald W. Fletcher		John Flournoy
		Arthur C. Grohs		Robert J. McClintock
		Terrance J. Reeson		Daniel E. West

	2.		Advisory Vote on Executive Compensation. To provide a non-binding advisory vote on the Company’s executive compensation.

	3.		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 April 1, 2010 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 and to vote “FOR” approval of a non-binding advisory vote on the Company’s executive compensation by signing and returning the enclosed proxy as promptly as possible, whether or not you plan to attend the meeting in person. As an alternative to using your paper proxy card to vote, you may also vote by telephone or over the Internet by following the instructions on your proxy card. 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 2, 2010		Terrance J. Reeson, Vice Chairman and Secretary

Plumas Bancorp
Proxy Statement
Annual Meeting of Shareholders
May 19, 2010

Plumas Bancorp (the “Company”) is providing this proxy statement to its shareholders in connection with the annual meeting (the “Meeting”) of shareholders to be held at the Plumas Bank Credit Administration Building located at 32 Central Avenue, Quincy, California, on Wednesday, May 19, 2010 at 10:30 a.m. and at any and all adjournments thereof.

It is expected that the Company will mail this proxy statement and accompanying notice and form of proxy to shareholders on or about April 12, 2010.

Shareholders may also view these proxy materials on the internet at http://materials.proxyvote.com/729273. The proxy materials on the internet include the notice of annual meeting of shareholders and this proxy statement.

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 the Company an instrument revoking it, or a duly executed proxy bearing a later date. The Secretary of the Company 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 and “FOR” approval of a non-binding advisory vote on the Company’s executive compensation. 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 the Company is soliciting proxies. 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 the Company 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 April 1, 2010 as the record date for purposes of determining the shareholders entitled to notice of, and to vote at, the meeting. On April 1, 2010, there were 4,776,339 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 29, 2010, 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, our executive officers named in the Summary Compensation Table below 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 29, 2010. 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)		502,367			10.5

Directors and Named Executive Officers:

Douglas N. Biddle (Director and Former President and CEO)		108,439	(1)		2.2
Robert T. Herr, EVP and Loan Administrator		33,250	(2)		*
B. J. North, EVP of Retail Banking		0			*
Daniel E. West, Director and Chairman of the Board		159,939	(3)		3.3
Terrance J. Reeson, Director, Vice Chairman of the Board and Secretary of the Board		191,091	(4)		4.0
Alvin G. Blickenstaff, Director		181,531	(5)		3.8
William E. Elliott, Director		78,660	(6)		1.6
Gerald W. Fletcher, Director		41,978	(7)		*
John Flournoy, Director		11,075	(8)		*
Arthur Grohs, Director		140,509	(9)		2.9
Robert J. McClintock		17,990	(10)		*

All 13 Directors and Executive Officers as a Group		738,777			14.9


*		Less than one percent

(a)		Includes 184,809 shares subject to options held by the directors and executive officers that were exercisable within 60 days of March 29, 2010. These are treated as issued and outstanding for the purpose of computing the percentage of each director, named executive officer and the directors and executive 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 502,367 shares of Plumas Bancorp. The Cortopassi Family Trust owns 181,810 shares of Plumas Bancorp, while Cortopassi Partners, L.P. owns 320,557 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. Mr. Cortopassi disclaims beneficial ownership of the shares held by Cortopassi Family Trust and Cortopassi Partners, L.P. except to the extent of his pecuniary or partnership interests therein. The address of the Limited Partnership is 11292 North Alpine Road, Stockton, California 95212.


(1)		Mr. Biddle and the Company ended their employment relationship on March 26, 2010. Mr. Biddle has shared voting and investment powers as to 40,455 shares, sole voting and investment powers as to 9,679 shares and sole investment powers but no voting powers as to 12,547 shares. He also has 45,758 shares acquirable by exercise of stock options.

(2)		Mr. Herr has 33,250 shares acquirable by exercise of stock options.

(3)		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. Mr. West, along with Messrs. Blickenstaff, Grohs and Reeson, are members of the Corporate Governance Committee and have shared voting powers as to 98,961 shares held by the Plumas Bank 401k Plan, of which beneficial ownership of 98,961 shares are disclaimed by Mr. West. He also has 12,499 shares acquirable by exercise of stock options.

(4)		Mr. Reeson has shared voting and investment powers as to 71,975 shares and sole voting and investing powers as to 7,656 shares. Mr. Reeson, along with Messrs. Blickenstaff, Grohs and West, are members of the Corporate Governance Committee and have shared voting powers as to 98,961 shares held by the Plumas Bank 401k Plan, of which beneficial ownership of 98,961 shares are disclaimed by Mr. Reeson. He also has 12,499 shares acquirable by exercise of stock options.

(5)		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 West, are members of the Corporate Governance Committee and have shared voting powers as to 98,961 shares held by the Plumas Bank 401k Plan, of which beneficial ownership of 98,961 shares are disclaimed by Mr. Blickenstaff. He also has 6,874 shares acquirable by exercise of stock options.

(6)		Mr. Elliott has shared voting and investment powers as to 66,867 shares and sole voting and investment powers as to 10,543 shares. He also has 1,250 shares acquirable by exercise of stock options.

(7)		Mr. Fletcher has shared voting and investment powers as to 30,046 shares. He also has 11,932 shares acquirable by exercise of stock options.

(8)		Mr. Flournoy has sole voting and investment powers as to 7,450 shares and no voting or investment powers as to 375 shares. He also has 3,250 shares acquirable by exercise of stock options.

(9)		Mr. Grohs has shared voting and investment powers as to 28,478 shares and no voting or investment powers as to 571 shares. Mr. Grohs, along with Messrs. Reeson, Blickenstaff and West, are members of the Corporate Governance Committee and have shared voting powers as to 98,961 shares held by the Plumas Bank 401k Plan, of which beneficial ownership of 98,961 shares are disclaimed by Mr. Grohs. He also has 12,499 shares acquirable by exercise of stock options.

(10)		Mr. McClintock has sole voting and investment powers as to 17,990 shares.

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 2009 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 2009 by Section 16(a) of the Securities Exchange Act of 1934, as amended, except for Cortopassi Family Trust which inadvertently failed to file one timely report on Form 3 reporting Securities Beneficially Owned and one timely report on Form 4 with respect to twelve transactions.

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 2011 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 8 nominees, as appropriate. The 8 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

Daniel E. West Chairman of the Board		56		1997	President, Graeagle Land & Water Co., a land management company. President, Graeagle Water Co, a private water utility, Graeagle, CA.

Terrance J. Reeson Vice Chairman and Secretary of the Board		65		1984	Retired. Formerly with the U.S. Forestry Service, Quincy, CA.

Alvin G. Blickenstaff		74		1988	Farmer and Rancher, partner in Blickenstaff Ranch, Janesville, CA.

William E. Elliott		69		1987	Retired. Formerly President and CEO of Plumas Bancorp and Plumas Bank, Quincy, CA.

Gerald W. Fletcher		67		1988	Forest Products Wholesaler, Susanville, CA.

John Flournoy		65		2005	Rancher and Chief Financial Officer of Likely Land and Livestock Corporation. Likely, CA.

Arthur C. Grohs		73		1988	Retired. Former Retailer, Sparks, NV.

Robert J. McClintock		52		2008	Certified Public Accountant, co-owner of McClintock Accountancy Corporation, Tahoe City, CA.

The following is a brief discussion of the experience and qualifications of each nominee that the Corporate Governance Committee considered, in light of the Company’s business and structure, in nominating them for service as Directors:

Daniel West
Chairman of the Board
Director since 1997

Mr. Daniel E. West has lived in Graeagle, California since 1958. He is president of Graeagle Land and Water Company and Graeagle Water Company. Mr. West is a managing member of Graeagle Timber Company, LLC and is a member of the Feather River College Foundation. He also serves as a director on the boards of Graeagle Fire Protection District and California Water Association. He was the Plumas County Planning Commissioner for 12 years. Mr. West’s valuable business acumen, his extensive experience on various and diverse boards, and his deep ties to his community highly qualify him for service as a board director and chairman.

Terrance J. Reeson
Vice Chairman
Director since 1984

Mr. Terrance J. Reeson has lived in Quincy, California for nearly 50 years. He is a retired U.S. Forest Service Aviation Officer for the Plumas National Forest. Mr. Reeson is active in his community and is a former executive director of the Quincy Chamber of Commerce. Mr. Reeson’s relevant experience qualifying him for service as a director includes: extensive government service and widespread civic and community involvement.

Alvin G. Blickenstaff
Director
Director since 1988

Mr. Alvin G. Blickenstaff was born and raised in the Susanville, California area. Mr. Blickenstaff is the senior partner of Blickenstaff Ranch, a family owned and operated partnership, where they raise premium alfalfa hay, grain, alfalfa seed; and, operate a game bird club. He is a former director and chairman of former Sierra Security Bank.

He is a member and past president of both the Lassen County Farm Bureau and Lassen County Cattleman’s Association. Mr. Blickenstaff served on the Jr. Sale Livestock Sale Committee for 42 years and received the Conservationist of the Year Award in 1972. In 2007, he was recognized with a Distinguished Service Award for community service by his peers. Mr. Blickenstaff’s expertise in the agricultural industry and business management highly qualifies him for service as a board director.

William E. Elliott
Director
Director since 1987

Mr. William E. Elliott joined Plumas Bank in 1987 as President and Chief Executive Officer and retired in 2005. He has been in the banking industry for over 45 years holding various management and board positions; this experience highly qualifies Mr. Elliott for service as a board director. Mr. Elliot graduated from California State University, Sacramento where he received a Bachelor of Science degree in Accounting and a Masters in Business Administration. He also graduated from the Pacific Coast Banking School at the University of Washington. Mr. Elliott is very active in his community; he is a director on the Plumas District Hospital Board and chairman of the Feather River Community College Board, both in Quincy, California. He has been a member of the Rotary Club for over 35 years.

Gerald W. Fletcher
Director
Director since 1988

Mr. Gerald W. Fletcher has lived in Susanville, California for 53 years and is a retired rancher, realtor, and insurance agent. He is a former director of former Sierra Security Bank. Mr. Fletcher owns and operates Fletcher Christmas Trees. He is a member and past president of Lassen County Cattleman’s Association and a member of the Lassen County Farm Bureau. Mr. Fletcher’s relevant experience qualifying him for service as a board director includes: a broad range of management and customer service experience.

John Flournoy
Director
Director since 2005

Mr. John Flournoy was born and raised in Likely, California. He is a rancher and hay producer in Likely, California. Since 1971, he has served on the board of directors of the South Fork Irrigation District (SFID). He served for many years as a committee member for the Farm Service Agency where he reviewed all loan applications for small agricultural operations and evaluated collateral releases and settlements. Mr. Flournoy’s relevant experience qualifying him for service as a board director includes: lifelong experience as a rancher and hay producer on his family owned ranch, expertise in business and agricultural lending, and operational risk management.

Arthur C. Grohs
Director
Director since 1988

Mr. Arthur C. Grohs was born in Susanville, California and raised in Westwood and Susanville, California. He retired after 35 years of retail store ownership in Susanville. Mr. Grohs now resides in Reno, Nevada. As an experienced business owner and entrepreneur, he is an active counselor with SCORE of Northern Nevada. Through SCORE, Mr. Grohs enjoys providing free and confidential business advice to entrepreneurs working to start new businesses and grow existing businesses; and in turn, helps them become a vital part of the Northern Nevada business community. Mr. Grohs’ relevant experience qualifying him for service as a board director includes: marketing, long range planning, personnel management, and operational risk management.

Robert J. McClintock
Director
Director since 2008

Mr. Robert J. McClintock has lived in Tahoe City, California for over 20 years. He is a Certified Public Accountant and is co-owner of McClintock Accountancy Corporation headquartered in Tahoe City, California with an additional office in Truckee, California. As a Certified Public Accountant, Mr. McClintock brings strong accounting and financial skills important to the oversight of the Company’s financial reporting, enterprise and operational risk management. Mr. McClintock serves as treasurer for the Tahoe Truckee Excellence in Education Foundation and as a Scoutmaster for Boy Scouts of America. He is also a board member of the Kiwanis Club of North Lake Tahoe and has served as past President and Treasurer. Bob attended Michigan Tech University where he received his Bachelor of Science degree in Business Administration.

All nominees will continue to serve if elected at the meeting until the 2011 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 2009, 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 2009. The Board has established, among others, an Audit Committee and a Corporate Governance 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.

Board Role in Risk Oversight

The Board’s duties include understanding and assessing risks to the Company and monitoring the management of those risks. To fulfill this responsibility the directors are expected to attend all meetings and review materials in advance of the meetings. Each meeting includes a review of the activities of each board committee including the committee’s activities related to risk management. Each of our board committees concentrates on specific risks for which they have an expertise and each committee is required to regularly report to the Board of Directors on its findings. For example, the Audit Committee oversees management of financial risks and reputational risks by monitoring the Company’s internal controls over financial reporting. The Corporate Governance Committee manages risks associated with the independence of the Board of Directors and is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements. Furthermore, because the banking industry is highly regulated, certain risks to the Company are monitored by the Board of Directors through its review of the Company’s compliance with regulations set forth by its regulatory authorities, including the FDIC and recommendations contained in regulatory examinations.

Leadership Structure of Board

The Board believes that the Company and its shareholders are best served by having an independent Board Chairman and a separate CEO. We separate these roles in recognition of the differences between the two roles. The CEO is responsible for day to day leadership and performance of the Company, while the Chairman of the Board provides strategic guidance to the CEO and presides over meetings of the full Board.

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. 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
		Robert J. McClintock

Audit Committee

Plumas Bancorp has an Audit Committee composed of Mr. McClintock, Chairman and Messrs. Flournoy, Grohs and Reeson. 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 also determined that Mr. Robert J. McClintock is qualified as an audit committee financial expert and that he has accounting or related financial management expertise, in each case in accordance with the rules of the Securities and Exchange Commission and NASDAQ’s listing standards.

The Audit Committee met seven times during 2009. 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 tax services, the fees paid to the independent auditors in 2009 and 2008 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 2009, 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, 2009, for filing with the Securities and Exchange Commission.


THE AUDIT COMMITTEE:

Robert J. McClintock, Chairman		John Flournoy
Arthur C. Grohs		Terrance J. Reeson

Corporate Governance Committee

Plumas Bancorp has a Corporate Governance Committee which met six times during 2009. The Corporate Governance Committee consists of Mr. Grohs, Chairman and Messrs. Blickenstaff, Reeson and West. The Board has determined that Messrs. Grohs, Blickenstaff, Reeson 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, nominates the Chairperson and Vice-Chairperson of the Board, 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.

During 2008 the Board transferred the duties and responsibilities of the Compensation Committee to the Corporate Governance Committee and eliminated the separate Compensation Committee. This expanded the responsibilities of the Corporate Governance Committee to include among other duties, to at least annually review, adjust (as necessary), and approve 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, at least annually review, adjust (as necessary) and approve the Chief Executive Officer’s compensation, provide advice and consent to the Chief Executive Officer in the review and adjustment of executive officer compensation (other than the Chief Executive Officer), approve the compensation strategy for the Company’s employees, review and recommend for approval by the Board all equity-based compensation, including stock options and stock grants and approve other personnel matters, which are in excess of management’s authority.

The Corporate Governance Committee is also responsible for compliance with the Emergency Economic Stabilization Act with respect to the semi-annual review and certification of incentive compensation arrangements for the Chief Executive Officer and other senior executive officers to ensure that the senior executive officer (SEO) incentive compensation arrangements do not encourage the senior executive officers to take unnecessary and excessive risks that threaten the value of the Company for the duration that the Company has funds from the United States Treasury under the Capital Purchase Program. The Corporate Governance Committee has completed two such reviews and has identified and limited during the applicable period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Plumas Bancorp, and during that same applicable period has identified any features of the employee compensation plans that pose risks to Plumas Bancorp and has limited those features to ensure that Plumas Bancorp is not unnecessarily exposed to risks. The Corporate Governance Committee has reviewed the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Plumas Bancorp to enhance the compensation of an employee and has limited those features.

The Corporate Governance 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 benefit matters. During the year ending December 31, 2009 the Corporate Governance Committee did not engage an outside compensation consultant.

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 Board. 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 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. While no specific diversity policy exists, 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, skills 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. The Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. Nominees are not discriminated against on the basis of race religion, national origin, sexual orientation, disability or any other basis proscribed by law. 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

Non-Binding Advisory Vote on Executive Compensation

The Company has chosen to participate in the Troubled Asset Relief Program (“TARP”) Capital Purchase Program. On January 30, 2009 the Company, issued to the United States Department of the Treasury (“Treasury”) 11,949 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”).

The American Recovery and Reinvestment Act of 2009 (the “ARRA”) more commonly known as the economic stimulus package, was signed into law on February 17, 2009. In addition to a wide variety of programs intended to stimulate the economy, ARRA imposes significant new requirements for and restrictions relating to the compensation arrangements of financial institutions that received government funds through TARP, including institutions like the Company that participated in the Capital Purchase Program prior to ARRA. These restrictions apply until a participant repays the financial assistance received through TARP.

One of the new requirements for any recipient of funds in the TARP is to provide an advisory vote on the compensation of executives, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

This proposal, commonly known as a “Say-on-Pay” proposal, gives you as a shareholder the opportunity to provide an advisory vote on the Company’s executive compensation as disclosed in this proxy statement through the following resolution:

“Resolved, that the shareholders approve the compensation of the Company’s executives, as described in the tabular and accompanying narrative disclosure regarding Named Executive Officer compensation in this Proxy Statement for its 2010 Annual Meeting.”

Because the vote is advisory, it will not be binding upon the Board of Directors, will not overrule any decision made by the Board of Directors, and will not create or imply any additional fiduciary duty on the Board of Directors. The Corporate Governance Committee may, however, take into account the outcome of the vote when considering future executive compensation arrangements.

The Board of Directors believes that the Company’s executive compensation program is reasonable in comparison both to similar sized companies in the industry and to the performance of the Company during 2009. We also believe that the Company’s compensation program is effective in aligning the interests of the executives with the interests of the Company’s stockholders on a long-term basis and is appropriate.

Recommendation: The Board of Directors recommends a vote “FOR” approval of a non-binding advisory vote on executive compensation as described in this Proxy Statement.

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
Andrew J. Ryback		44	Interim President and Chief Executive Officer of Plumas Bancorp and Plumas Bank effective March 29, 2010. Formerly Executive Vice President and Chief Financial Officer of Plumas Bancorp and Plumas Bank.

Monetta R. Dembosz		59	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		61	Executive Vice President and Loan Administrator of Plumas Bank.

B. J. North		59	Executive Vice President of Retail Banking, Marketing and Wealth Management of Plumas Bank since July 2008. Previously Chief Advancement Officer for Truckee Meadows Community College.

Executive Compensation

Summary Compensation Table


											Non-Equity
											Incentive		Nonqualified
							Stock		Option		Plan		Deferred		All Other
Name and Principal							Awards		Awards		Compensation		Compensation		Compensation
Position	Year		Salary		Bonus		(1)		(2)		(3)		Earnings		(4)		Total
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)

Douglas N. Biddle (Former President and CEO of		2009	$	235,000	$	0	$	0	$	0	$	0	$	0	$	10,265	$	245,265
Plumas Bancorp and Plumas Bank)		2008	$	235,000	$	0	$	0	$	36,805	$	0	$	0	$	10,194	$	281,999

Robert T. Herr EVP and Loan Administrator		2009	$	150,000	$	0	$	0	$	0	$	4,950	$	0	$	10,654	$	165,604
of Plumas Bank		2008	$	148,750	$	0	$	0	$	14,976	$	1,450	$	0	$	10,284	$	175,460

B. J. North EVP of retail banking of		2009	$	150,000	$	0	$	0	$	0	$	4,950	$	0	$	6,000	$	160,950
Plumas Bank (5)		2008	$	72,789	$	0	$	0	$	0	$	750	$	0	$	2,875	$	76,414


(1)		The Company has not granted stock awards.

(2)		No options were granted in 2009. The amount for 2008 represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 2 to the Company’s audited financial statements for the fiscal year ended December 31, 2009 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2010.

(3)		With the exception of Mr. Biddle, who was precluded from receiving bonus payments until the Company no longer holds Series A Preferred Stock, the Company’s named executive officers participate in a bonus plan in which payments are determined based on the achievement of certain financial performance measures and to a lesser extent to discretionary factors. Amounts in this column represent amounts earned in the year listed and paid in the following year under this plan.

(4)		The amounts in column (i) include tax gross-ups (2008 only), premiums paid and accrued on life insurance policies, personal use of Company automobile and the Company’s contribution under Plumas Bank’s 401(k) Plan. The amount for Ms. North relates to automobile allowances of $6,000 in 2009 and $2,875 in 2008.

(5)		Ms. North began her employment with the Company in July 2008.

Douglas N. Biddle Employment Agreement

The Board of Directors of the Company entered into an employment agreement with Mr. Biddle dated February 18, 2009. This agreement had a one 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 was entitled to participate in any and all other employee benefits and plans existing or developed by the Company. In addition, the agreement provided for the use of a Bank automobile and a life insurance policy with Mr. Biddle as the insured and with a death benefit of $100,000 for the benefit of his designated beneficiary.

Non-Equity Incentive Plan

We provide annual incentive bonuses to pay our executives for performance. The 2009 incentive bonus plan was designed to drive achievement of our 2009 financial performance goals, and to promote and reward leadership among our executives. For the year ended December 31, 2009, we established the annual corporate financial performance targets based on the following measures: net income of $1.6 million, return on equity of 3.4%, deposit growth of 6.2% and classified loans to equity capital of 45.0%.

The annual incentive bonus for executive officers is based 80% on the achievement of corporate financial performance measures and 20% on the leadership factor. The Company establishes an annual target for each financial performance measure based on its confidential business plan and budget for the coming year. For 2009, performance below the target on a corporate financial performance measure results in the absence of an incentive payment based on that measure. Mr. Biddle was the most highly compensated employee of the Company and was therefore not eligible for bonus payments while the Company holds Series A Preferred Stock. Assuming all corporate financial performance goals were at the target performance level, Mr. Herr and Ms. North could have earned up to 10% of their salary based on targeted achievement of the financial performance measures and up to a maximum of 20% of their salary for achievement in excess of targeted performance. In addition, up to 5% of their salary could have been earned under the leadership incentive.

The only performance factor that exceeded the threshold level required for payment of an incentive was that related to deposit growth. Additionally, related to the Company’s financial performance in 2009 the Company chose not to pay any bonuses based on the discretionary leadership incentive. Based on exceeding the deposit growth objective the following bonus payments were earned: Mr. Herr: $4,950 (3.3% of base salary); Ms. North: $4,950 (3.3% of base salary).

The Company has chosen not to provide a non-equity incentive plan for its employees during 2010 and no bonus or incentive payments will be accrued for executive officers during 2010.

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 2008 equity-based compensation program totaling 14,500 to Mr. Biddle and 5,900 to Mr. Herr. During 2009 we chose not to grant any stock options.

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 and Herr. 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 for Messrs. Biddle and Herr 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%. Mr. Biddle’s salary continuation benefits stopped vesting upon the end of his service with the Company. 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 24 months 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 following the month of 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 and Herr. 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. However, the executive’s rights or interests in the split dollar policies no longer exist once they cease to be employed by the Company for any reason whatsoever prior to normal retirement age provided that the executive has received or had the opportunity to receive any benefit under his executive salary continuation agreement.

The Company has agreed to pay the taxes on the imputed income on the life insurance benefit provided to the executive under the split dollar agreement. However, the Company is precluded from making tax gross up payments while the Company has funds outstanding from the United States Treasury under the Capital Purchase Program and therefore during this period the executive is responsible for the payment of these taxes.

During 2008 the split dollar and salary continuation agreements of Messrs. Biddle and Herr were amended to insure compliance with section 409A of the Internal Revenue Code.

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. During 2009, Ms. North received a $500 monthly automobile allowance. 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
																		Incentive
																Equity		Plan
																Incentive		Awards:
												Number				Plan		Market or
						Equity						of				Awards:		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 (6)	Exercisable			Unexercisable		Options (#)		Price ($)		Date		Vested		Vested ($)		Vested		Vested ($)
(a)	(b)			(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Douglas N. Biddle (7)		7,984	(1)		0			$	10.75		12/18/2012
		5,625	(2)		0			$	13.19		12/17/2013
		5,625	(3)		0			$	14.19		12/15/2014
		12,850	(4)		12,850			$	16.37		03/01/2015
		3,624	(5)		10,876		N/A	$	12.40		02/20/2016	$	0	$	0	$	0	$	0
Robert T. Herr		11,250	(1)		0			$	10.75		12/18/2012
		5,625	(2)		0			$	13.19		12/17/2013
		5,625	(3)		0			$	14.19		12/15/2014
		5,200	(4)		5,200			$	16.37		03/01/2015
		1,475	(5)		4,425		N/A	$	12.40		02/20/2016	$	0	$	0	$	0	$	0


(1)		Options vest 20% per year beginning 12/18/2003


(2)		Options vest 20% per year beginning 12/17/2004

(3)		Options vest 20% per year beginning 12/15/2005

(4)		Options were granted 3/1/2007, have an eight year life and vest 25% per year beginning 3/01/2008

(5)		Options were granted 2/20/2008, have an eight year life and vest 25% per year beginning 2/20/2009

(6)		Ms. North has no outstanding options as of December 31, 2009

(7)		Mr. Biddle and the Company ended their employment relationship on March 26, 2010 at which time 13,676 unexercisable options were cancelled.

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.

The Company is limited in its ability to make change of control, bonus or termination of employment payments described in this proxy statement to its most highly paid employee while the Company has funds outstanding from the United States Treasury under the Capital Purchase Program.

Payments Made Upon a Change in Control

Salary Continuation Agreements: The Company has entered into salary continuation agreements with Messrs. Biddle and Herr. 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 24 months 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 following the month of 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 is defined as a change in the ownership or effective control of the Employer, or in the ownership of a substantial portion of the assets of the Employer, as such change is defined in section 409A of the Internal Revenue Code and regulations thereunder.

Compensation of Directors

Director Compensation: During 2009, 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 did not receive any separate compensation for serving as a director.

Deferred Fee Agreements: The Company has entered into a Deferred Fee Agreement with board member Blickenstaff who deferred $16,800 in fees during 2009. 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 Wall Street Journal 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: No stock options were granted to directors during 2009. 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 Messrs. Elliott and McClintock. 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, Elliott and McClintock. 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, 2009.

Director Compensation Table


	Fees								Nonqualified
	Earned				Option		Non-Equity		Deferred
	or Paid		Stock		Awards		Incentive Plan		Compensation		All Other
Name	in Cash		Awards		($) (1)		Compensation		Earnings		Compensation		Total
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)

Daniel E. West	$	31,800		N/A		N/A		N/A		N/A	$	0	$	31,800

Terrance J. Reeson	$	25,200		N/A		N/A		N/A		N/A	$	0	$	25,200

Alvin G. Blickenstaff	$	25,200		N/A		N/A		N/A	$	0	$	0	$	25,200

William E. Elliott	$	25,200		N/A		N/A		N/A		N/A	$	0	$	25,200

Gerald W. Fletcher	$	25,200		N/A		N/A		N/A		N/A	$	0	$	25,200

John Flournoy	$	25,200		N/A		N/A		N/A		N/A	$	0	$	25,200

Arthur Grohs	$	25,200		N/A		N/A		N/A		N/A	$	0	$	25,200

Robert J. McClintock	$	25,200		N/A		N/A		N/A		N/A	$	0	$	25,200


(1)		No options were granted during 2009. As of December 31, 2009 each Director has the following number of options outstanding (total options outstanding include both options that are exercisable at December 31, 2009 and options that may become exercisable in the future): Daniel West: 13,249; Terrance Reeson: 13,249; Alvin Blickenstaff: 7,624; William Elliott: 2,000; Gerald Fletcher: 12,682; John Flournoy: 4,500; Arthur Grohs: 13,249.

Independent Accountants

The firm of Perry-Smith LLP served as certified independent public accountants for Plumas Bancorp with respect to the year 2009, and Perry-Smith LLP has been appointed as the Company’s certified independent public accountants for 2010. 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 2009 and 2008 are as follows:


			Percentage					Percentage
			Pre-					Pre-
	2009		Approved			2008		Approved
Audit fees	$	223,500		100	%	$	204,000		100	%
Audit-related fees		15,000		100	%		15,000		100	%
Consulting fees		16,700		100	%		0		0	%
Tax fees		24,400		90	%		21,000		100	%


Total fees	$	279,600		99	%	$	240,000		100	%

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, 2009. 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 2011 annual meeting of shareholders of Plumas Bancorp must be received by Plumas Bancorp no later than December 31, 2010. Shareholder proposals should be addressed to Mr. Andrew J. Ryback 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.

PLUMAS BANCORP
35 S. LINDAN AVENUE
QUINCY, CA 95971

VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
	M23644-TBD	KEEP THIS PORTION FOR YOUR RECORDS

		DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

PLUMAS BANCORP

For
All

Withhold
All

For All
Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends that you vote
FOR the following:

Vote on Directors

Election of eight (8) persons to be directors.
Director Nominees:

01)

Alvin G. Blickenstaff

05)

Arthur C. Grohs

02)

William E. Elliott

06)

Terrance J. Reeson

03)

Gerald W. Fletcher

07)

Robert J. McClintock

04)

John Flournoy

08)

Daniel E. West


Vote on Proposal	For	Against	Abstain
The Board of Directors recommends you vote FOR the following proposal:
2. The approval of a non-binding advisory vote on executive compensation, as more fully described in the accompanying Proxy Statement.	o	o	o



3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting and any adjournments thereof.

THIS PROXY MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE SECRETARY OF THE BANCORP A DULY EXECUTED PROXY BEARING A LATER DATE OR AN INSTRUMENT REVOKING THIS PROXY, OR BY ATTENDING THE MEETING AND VOTING IN PERSON.


For address changes and/or comments, please check this box and write them on the back where indicated.			o


Please indicate if you plan to attend this meeting.		o		o

	Yes		No

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

M23645-TBD

PROXY
PLUMAS BANCORP

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned hereby appoints Messrs. Arthur C. Grohs, Daniel E. West and Terrance J. Reeson, as proxies, with full power of substitution, to represent, vote and act, as designated on the reverse side, with respect to all shares of common stock of Plumas Bancorp (the “Bancorp”) which the undersigned would be entitled to vote at the meeting of shareholders to be held on May 19, 2010 at 10:30 a.m., at the Plumas Bank Credit Administration building located at 32 Central Avenue, Quincy, California or any adjournments thereof, with all the powers the undersigned would possess if personally present.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES LISTED ON THIS PROXY FOR DIRECTOR AND “FOR” APPROVAL OF A NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION. The Proxy confers authority to vote and shall be voted in accordance with such recommendations unless contrary instructions are indicated, in which case, the shares represented by the Proxy will be voted in accordance with such instructions. IF NO INSTRUCTIONS ARE SPECIFIED WITH RESPECT TO THE MATTERS TO BE ACTED UPON, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF MANAGEMENT. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF MANAGEMENT.


		Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

PLEASE SIGN AND DATE ON THE OTHER SIDE