EXHIBIT 10.1

EMPLOYMENT AGREEMENT

AGREEMENT made as of May 16, 2001 between Plumas Bank (hereinafter referred to as the "Employer"), and William E. Elliott (hereinafter referred to as the "Executive").

WITNESSETH:

WHEREAS, Employer is desirous of employing Executive in the capacity hereinafter stated, and Executive is desirous of entering into the employ of Employer in such capacity, for the period and on the terms and conditions set forth herein:

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and conditions herein contained, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. EMPLOYMENT

Employer hereby employs Executive as the President and Chief Executive Officer of Plumas Bank, and the Executive accepts the duties described herein, and agrees to discharge the same faithfully and to the best of his ability. Executive shall devote his full business time and attention to the business and affairs of Employer to which he may be elected and shall perform the duties thereof to the best of his ability. Executive shall perform such other duties as shall be from time to time prescribed by the Board of Directors of Employer.

Executive shall have such responsibility and duties and such authority to transact business on behalf of Employer, as are customarily incident to the office of President and Chief Executive Officer of a banking institution.

2. TERM

Employer hereby employs Executive and Executive hereby accepts employment with Employer for the period from May 16, 2001 to July 1, 2006 (the "Term"), commencing with the effective date, subject, however, to prior termination of this Employment Agreement as hereinafter provided. Where used herein, "Term" shall refer to the entire period of employment of Executive by Employer, whether for the period provided above, or whether terminated earlier as hereinafter provided, or extended by mutual agreement by the Employer and Executive.

3. COMPENSATION

In consideration for all services to be rendered by Executive to Employer, Employer agrees to pay Executive a base salary of One Hundred Fifty-Eight Thousand Dollars ($158,000 commencing April 1, 2001). Future base salary increases, which may be considered on an annual basis taking into consideration job performance and California Peer Group Salary Date, will be granted at the sole discretion of the Board of Directors. Employer shall deduct therefrom all taxes which may be required to be deducted or withheld under any provision of the law (including, but not limited to,

social security payments and income tax withholding) now in effect or which may become effective anytime during the term of this Employment Agreement.

Employer also agrees to provide Executive with $100,000 life insurance benefits effective immediately, with Executive having absolute discretion to determine beneficiary of such insurance benefits, and $100,000 term life insurance with Plumas Bank as beneficiary.

Executive shall be entitled to participate in any and all other employee benefits and plans that are existing or may be developed and adopted by the Employer.

4. DISCRETIONARY COMPENSATION

Based upon an evaluation to be prepared by the Board of Directors, not later than March 31 of each succeeding year, the Board of Directors, at their sole discretion, will approve additional compensation to be paid in the form of an annual bonus for the previous year. The evaluation will give consideration to total performance, to include the following attributes.

- Technical expertise

- Leadership and managerial skills

- Scope of duties

- Meeting or exceeding mutually agreed upon goals and objectives

As part of the evaluation process, goals and objectives will be established for the current year. They are to be mutually agreed upon goals and objectives and will include the following:

- Goals and objectives identified in prior years evaluation

- Current financial model (budget)

- Specific objectives addressed by the Board of Directors for the current year

Based upon the evaluation referred to above, the Board will have the option of giving a annual bonus as a percentage of base salary based on superior performance. The bonus consideration shall be for each calendar year ending December 31. Executive will have the option to receive discretionary compensation in cash or participate in a deferred compensation program that may be established by Employer.

5. TERMINATION

Employer shall have the right to terminate this Employment Agreement for any of the following reasons by serving written notice upon Executive:

(a) Willful breach of or habitual neglect of or inability to perform Executive's duties and obligations as President and Chief Executive Officer;

(b) Malfeasance or misfeasance in the performance of Executive's duties as President and Chief Executive Officer;

(c) Immoral or illegal conduct of a serious nature;

(d) Physical or mental disability rendering Executive incapable of performing his duties for a consecutive period of 180 days, or by death;

(e) Determination by Employer's Board of Directors that the continued employment of Executive is detrimental to the best interest of Employer's shareholders

In the event this Employment Agreement is terminated for any of the reasons specified in the paragraphs (a), (b), (c), or (d) above, Executive will be paid the salary due him at the end of the month in which such termination occurred, plus any pay in lieu of vacation accrued to, but not taken as of the date of termination.

In the event this Employment Agreement is terminated for the reason specified in paragraph (e) above, Executive shall be entitled to termination pay of one (1) year's salary or the balance due per this Employment Agreement, whichever is less, plus any pay in lieu of vacation which has been accrued.

Executive shall have the right to terminate this Employment Agreement without cause upon 90 days written notice to Employer, and if Executive does so terminate, Executive further agrees to resign from Employer's Board of Directors.

6. ACQUISITION OR DISSOLUTION OF EMPLOYER

This employment Agreement shall not be terminated by (i) the voluntary or involuntary dissolution of Employer, except in a liquidation of Employer by an appropriate regulatory agency, (ii) any merger or consolidation where Employer is not the surviving or resulting corporation, (iii) any substantial transfer of assets by Employer, or
(iv) the filing of an application with any appropriate regulatory agency for the acquisition of 25% of the Employer's common stock by a third party or group acting in concert, (any of which events shall be called a "Special Transaction"). The provisions of this Employment Agreement shall be binding upon and inure to the benefit of the surviving or resulting corporation or the corporation to which such assets shall be transferred or acquired by. Notwithstanding the foregoing, Executive will have the sole option to demand and receive two (2) years' salary pursuant to this Employment Agreement in the event of a Special Transaction occurring.

7. INDEMNIFICATION

To the extent permitted by law, Employer shall indemnify Executive who was or is a party or is threatened to be made a party in any action brought by a third party against the Executive (whether or not Employer is joined as a party defendant) against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with said action if Executive acted in good faith and in a manner Executive reasonably believed to be in the best interest of the Employer, all provided the alleged conduct of Executive arose out of and was within the course and scope of his employment as an officer and employee of Employer.

8. RETURN OF DOCUMENTS

Executive expressly agrees that all manuals, documents, files, reports, studies, instruments or other materials used and/or developed by Executive during the Term are solely the property of Employer, and Executive has no right, title or interest therein. Upon termination of the Employment Agreement, Executive or Executive's representatives shall promptly deliver possession of all of said property to Employer in good condition.

9. NOTICES

Any notice, request, or demand, or other communication required or permitted hereunder shall be deemed to be properly given when personally served in writing, when deposited in the U. S. mail, postage prepaid, or when communicated to a public telegraph company for transmittal, addressed to the party at the address given at the beginning of this Employment Agreement or at any other address as Employer or Executive may designate to the other in writing.

10. BENEFIT OF AGREEMENT

This Employment Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators, successors and assigns.

11. APPLICABLE LAW

Except to the extent governed by the laws of the United States, this Employment Agreement is to be governed by and construed under the laws of the State of California.

12. CAPTIONS AND PARAGRAPH HEADINGS

Captions and paragraph headings used herein are for convenience only and are not a part of this Employment Agreement and shall not be used in construing it.

13. INVALID PROVISIONS

Should any provisions of the Employment Agreement for any reason be declared invalid, void, or unenforceable by a court of competent jurisdiction, the validity and binding effect of any remaining portion shall not be affected and the remaining portions of this Employment Agreement shall remain in full force and effect as if this Employment Agreement had been executed with said provisions eliminated.

14. ENTIRE AGREEMENT

This Employment Agreement contains the entire agreement of the parties and it supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of Executive by Employer, except to the extent that it is contemplated that the parties have and will enter into Stock Option Agreements. The parties further agree that prior to or on the

expiration date of Executive's existing options, to negotiate the granting of new options to Executive on such terms and conditions as the parties shall determine. Each party to this Employment Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Employment Agreement shall be valid or binding. This Employment Agreement may not be modified or amended by oral agreement, but only by an agreement in writing signed by Employer and Executive.

15. ARBITRATION

Any controversy or claim arising out of or relating to this Employment Agreement, or the breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered into any court having jurisdiction thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the day and year first above written.

EMPLOYER

DATED:  July 18, 2001                         SIGNED:  /s/ JERRY V. KEHR
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DATED:  July 9, 2001                          SIGNED:  /s/ ROBERT SCHOENSEE
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                                              EMPLOYEE

DATED:  June 28, 2001                         SIGNED:  /s/ W. E. ELLIOTT
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EXHIBIT 10.2

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF THE BANK'S STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE BANK'S 1991 STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE SHAREHOLDERS OF THE BANK HOLDING NOT LESS THAN A MAJORITY OF THE OUTSTANDING SHARES OF THE BANK'S COMMON STOCK REPRESENTED AND VOTING AT A MEETING OF SHAREHOLDERS AND BY A MAJORITY OF THE DISINTERESTED SHARES REPRESENTED AND VOTING AT THE MEETING.

PLUMAS BANK
INCENTIVE STOCK OPTION AGREEMENT

This Incentive Stock Option Agreement dated the 18th day of November, 1998, entered into by and between Plumas Bank (the "Bank"), and William E. Elliott ("Optionee");

WHEREAS, pursuant to the 1991 Stock Option Plan of the Bank (the "Plan"), a copy of which is hereto attached, the Board of Directors of the Bank (or the Stock Option Committee, if authorized by the Board of Directors) has authorized granting to Optionee, an Incentive Stock Option to purchase all or any part of Eight Thousand Six Hundred Forty (8,640) authorized but unissued shares of the Bank's Common Stock for cash at the price of Sixteen Dollars and Seventy-Three Cents ($16.73) per share, such option to be for the term AND upon the terms and conditions hereinafter stated;

NOW, THEREFORE, it is hereby agreed:

1. Grant of Option. Pursuant to said action of the Board of Directors (or the Stock Option Committee) and pursuant to authorizations granted by all appropriate regulatory and governmental agencies, the Bank hereby grants to Optionee the option to purchase, upon and subject to the terms and conditions of the Plan, as amended, which is incorporated in full herein by this reference, all or any part of Eight Thousand Six Hundred (8,640) shares of the Bank's Common Stock (hereinafter called "stock") at the price of Sixteen Dollars and Seventy-three Cents ($16.73) per share, which price is not less than 100% of the fair market value of the stock (or not less than 110% of the fair market value for Optionee-shareholders who possess more than 10% of the Bank's stock) as of the date of action of the Board of Directors (or the Option Committee) granting this option.

2. Exercisability. This option shall be exercisable as to 1,728 on November 18, 1999, 1,728 on November 18, 2000, 1,728 on November 18, 2001, 1,728 on November 18, 2002, 1,728 on November 18, 2003. This option shall remain exercisable as to all of such shares until November 18, 2008 (but not later than ten (10) years from the date this option is granted) unless this option has expired or terminated

earlier in accordance with the provisions hereof. Shares as to which this option becomes exercisable pursuant to the foregoing provision may be purchased at any time prior to expiration of this option.

3. Exercise of Option. This option may be exercised by written notice delivered to the Bank stating the number of shares with respect to which this option is being exercised, together with cash in the amount of the purchase price of such shares. Not less than ten (10) shares may be purchased at any one time unless the number purchased is the total number which may be purchased under this option and in no event may the option be exercised with respect to fractional shares. Upon exercise, Optionee shall make appropriate arrangements and shall be responsible for the withholding of any federal and state taxes then due.

4. Cessation of Employment. Except as provided in Paragraphs 2 and 5 hereof, if Optionee shall cease to be employed by the Bank or a subsidiary corporation for any reason other than Optionee's death or disability (as defined in Section 105(d)(4) of the Internal Revenue Code of 1986, as amended from time to time), this option shall expire 90 days thereafter. During the three-month period this option shall be exercisable only as to those installments, if any, which had accrued as of the date when the Optionee ceased to be employed by the Bank or the subsidiary corporation.

5. Termination of Employment for Cause. If Optionee's employment by the Bank or a subsidiary corporation is terminated for cause, this option shall expire immediately, unless reinstated by the Board of Directors within thirty days (30) days of such termination by given written notice of such reinstatement to Optionee at his last known address. In the event of such reinstatement, Optionee may exercise this option only to such extent, for such time, and upon such terms and conditions as if Optionee had ceased to be employed by the Bank or a subsidiary corporation upon the date of such termination for a reason other than cause, death or disability. Termination for cause shall, include but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of illegal activity in connection therewith.

6. Nontransferability; Death of Optionee. This option shall not be transferable except by Will or by the laws of descent and distribution and shall be exercisable during Optionee's lifetime only by Optionee. If Optionee dies while employed by the Bank or a subsidiary corporation, or during the 90 day period referred to in Paragraph 4 hereof, this option shall expire one (1) year after the date of Optionee's

death or on the day specified in Paragraph 2 hereof, whichever is earlier. After Optionee's death but before such expiration, the persons to whom Optionee's rights under this option shall have passed by Will or by the applicable laws of descent and distribution or the executor or administrator of Optionee's estate shall have the right to exercise this option as to those shares for which installments had accrued under Paragraph 2 hereof as of the date on which Optionee ceased to be employed by the Bank or a subsidiary corporation. If the Optionee shall terminate employment because of disability (as defined in Section 105(d)(4) of the Internal Revenue Code of 1986, as amended from time to time), the Optionee may exercise this option to the extent he or she is entitled to do so at the date of termination, at any time Within one year of the date of termination, but in no event later than the expiration date in paragraph 2.

7. Employment. This Agreement shall not obligate the Bank or a subsidiary corporation to employ Optionee for any period, nor shall it interfere in any way with the right of the Bank or a subsidiary corporation to reduce Optionee's compensation.

8. Privileges of Stock Ownership. Optionee shall have no rights as a stockholder with respect to the Bank's stock subject to this option until the date of issuance of stock certificates to Optionee. Except as provided in the Plan, no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificates are issued.

9. Modification and Termination by Board of Directors. The rights of Optionee are subject to modification and termination upon the occurrence of certain events as provided in Sections 13 and 14 of the Plan.

10. Notification of Sale. Optionee agrees that Optionee, or any person acquiring shares upon exercise of this option, will notify the Bank not more than five (5) days after any sale or other disposition of such shares. No shares issuable upon the exercise of this option shall be issued and delivered unless and until all applicable requirements Of California and federal law pertaining to the issuance and sale of such shares, and all applicable listing requirements of the securities exchanges, if any, on which shares of the Bank of the same class are then listed shall have been complied with.

11. Notices. Any notice to the Bank provided for in this Agreement shall be addressed to it in care of its President or Cashier at its main office and any notice to Optionee shall be addressed to Optionee's address on file with the Bank or a subsidiary corporation, or to such other address as either

may designate to the other in writing. Any notice shall be deemed to be duly given if and when enclosed in a properly sealed envelope and addressed as stated above and deposited, postage prepaid, with the United States Postal Service. In lieu of giving notice by mail as aforesaid, any written notice under this Agreement may be given to Optionee in person, and to the Bank by personal delivery to its President or Cashier.

12. Incentive Stock Option. This Stock Option Agreement is intended to be an Incentive Stock Option Agreement as defined in Section 422A of the Internal Revenue Code of 1986, as amended from time to time.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

OPTIONEE                                PLUMAS BANK


By  /s/ WILLIAM E. ELLIOTT              By  /s/ JERRY V. KEHR
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    William E. Elliott                      Jerry V. Kehr, Chairman of the Board



                                        By  /s/ ROBERT SCHOENSEE
                                           -------------------------------------
                                            Robert Schoensee, Vice Chairman
                                            Of the Board

FIRST AMENDMENT TO THE PLUMAS BANK
1991 STOCK OPTION AGREEMENT

This First Amendment to the Plumas Bank 1991 Stock Option Agreement is entered into by and between William E. Elliott ("Optionee") and Plumas Bank on December 5, 2000 for the purpose of amending the option agreement ("Option") by and between Optionee and Plumas Bank entered into on August 21, 1991.

WHEREAS, the Plumas Bank 1991 Stock Option Plan ("1991 Plan") previously only allowed for stock option exercises by the payment of cash, and has since been amended to allow the exercise of stock options by the delivery of existing shares of Plumas Bank stock held by the option.

NOW, THEREFORE, the Optionee and the Bank agree to the amendment of the Option as follows:

1. AMENDMENT OF SECTION 3. The first sentence in Section 3 shall be amended in the entirety to read as follows:

This option may be exercised by written notice delivered to the Bank stating the number of shares with respect to which this option is being exercised, together with the purchase price in cash or subject to applicable law, with Bank common stock previously acquired by the optionee and held by the optionee for a period of at least six months.

2. AMENDMENT OF SECTION 3. A new sentence shall be added after the sentence in the aforementioned amendment to read in the entirety as follows:

The equivalent dollar value of shares used to effect a purchase shall be the fair market value of the shares on the date of the exercise.

PLUMAS BANK                                        OPTIONEE

/s/ DOUGLAS BIDDLE                                 /s/ W. E. ELLIOTT
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Douglas N. Biddle, Executive Vice                  William E. Elliott
President & CAO

Exhibit 10.3

EXECUTIVE SALARY CONTINUATION AGREEMENT

This Agreement is made and entered into this 13 day of October, 1993, by and between Plumas Bank, a corporation organized under the laws of the state of California (the "Employer"), and William E. Elliott, an individual residing in the state of California (hereinafter referred to as the "Executive").

RECITALS

WHEREAS, the Executive is an employee of the Employer and is serving as its President and Chief Executive Officer;

WHEREAS, the Executive's experience and knowledge of the affairs of the Employer and the banking industry are extensive and valuable;

WHEREAS, it is deemed to be in the best interests of the Employer to provide the Executive with certain salary continuation benefits, on the terms and conditions set forth herein, in order to reasonably induce the Executive to remain in the Employer's employment; and

WHEREAS, the Executive and the Employer wish to specify in writing the terms and conditions upon which this additional compensatory incentive will be provided to the Executive, or to the Executive's spouse or the Executive's designated beneficiaries, as the case may be;

NOW, THEREFORE, in consideration of the services to be performed in the future, as well as the mutual promises and covenants contained herein, the Executive and the Employer agree as follows:

AGREEMENT

1. TERMS AND DEFINITIONS.

1.1. ADMINISTRATOR. The Employer shall be the "Administrator" and, solely for the purposes of ERISA, the "fiduciary" of this Agreement where a fiduciary is required by ERISA.

1.2. ANNUAL BENEFIT. The term "Annual Benefit" shall mean an annual sum of Seventy-Five Thousand Dollars ($75,000) multiplied by the Applicable Percentage (defined below) and then reduced to the extent required: (i) under the other provisions of this Agreement; (ii) by reason of the lawful order of any regulatory agency or body having jurisdiction over the Employer; and (iii) in order for the Employer to properly comply with any and all applicable state and federal laws, including, but not limited to, income, employment and disability income tax laws (e.g., FICA, FUTA, SDI).

1.3. APPLICABLE PERCENTAGE. The term "Applicable Percentage" shall mean that percentage listed on Schedule "A" attached hereto which is adjacent to the number of complete years (with a "year" being the performance of personal services for or on behalf of the Employer as an employee for a period of 365 days) which have elapsed starting from the Effective Date of this Agreement and ending on the date payments are to first begin under the terms of this Agreement. In the event that Executive's employment with Employer is terminated other than by reason of death, disability, Retirement or voluntary termination on the part of Executive, Executive shall be deemed for purposes of determining the number of complete years to have completed a year of service in its entirety for any partial year of service after the last anniversary date of the Effective Date during which the Executive's employment is terminated.

1.4. BENEFICIARY. The term "beneficiary" or "designated beneficiary" shall mean the person or persons whom the Executive shall designate in a valid Beneficiary Designation, a copy of which is attached hereto as Exhibit "B", to receive the benefits provided hereunder. A Beneficiary Designation shall be valid only if it is in the form attached hereto and made a part hereof and is received by the Administrator prior to the Executive's death.

1.5 THE CODE. The "Code" shall mean the Internal Revenue code of 1986, as amended ( the "Code").

1.6. DISABILITY/DISABLED. The term "Disability" or "Disabled" shall have the same meaning given such term in the principal disability insurance policy covering the Executive, which is incorporated herein by reference. In the event the Executive is not covered by a disability policy containing a definition of "Disability" or "Disabled," these terms shall mean an illness or incapacity which, having continued for a period of one hundred and eighty (180) consecutive days, prevents the Executive from adequately performing the Executive's regular employment duties. The determination of whether the Executive is Disabled shall be made by an independent physician selected by mutual agreement of the parties.

1.7. EARLY RETIREMENT DATE. The term "Early Retirement Date" shall mean the Retirement (as defined below) of the Executive on a date which occurs after the date upon which the Executive has, measured in the aggregate and from the date of this Agreement to the date of the Executive's Retirement, been employed by the Employer for no less than ten (10) years.

1.8. EFFECTIVE DATE. The term "Effective Date" shall mean the date upon which this Agreement was entered into by the parties, as first written above.

1.9. ERISA. The term "ERISA" shall mean the Retirement Income-security Act of 1974, as amended.

1.10. PLAN YEAR. The term "Plan Year" shall mean the Employer's calendar year.

1.11. RETIREMENT. The term "Retirement" or "Retires" shall refer to the date which the Executive acknowledges -in writing to Employer to be the last day he will provide any significant personal services, whether as an employee, director or independent consultant or contractor, to Employer or to, for, or on behalf of, any other business entity conducting, performing or making available to any person or entity banking or other financial services of any kind. For purposes of this Agreement, the phrase "significant personal services" shall mean more than ten (10) hours of personal services rendered to one or more individuals or entities in any thirty (30) day period.

1.12. SURVIVING SPOUSE. The term "Surviving Spouse" shall mean the person, if any, who shall be legally married to the Executive on the date of the Executive's death.

2. SCOPE. PURPOSE AND EFFECT.

2.1. CONTRACT OF EMPLOYMENT. Although this Agreement is intended to provide the Executive with an additional incentive to remain in the employ of the Employer, this Agreement shall not be deemed to constitute a contract of employment between the Executive and the Employer nor shall any provision of this Agreement restrict or expand the right of the Employer to terminate the Executive's employment. This Agreement shall have no impact or effect upon any separate written Employment Agreement which the Executive may have with the Employer, it being the parties' intention and agreement that unless this Agreement is specifically referenced in said Employment Agreement (or any modification thereto), this Agreement (and the Employer's obligations hereunder) shall stand separate and apart and shall have no effect upon, nor be affected by, the terms and provisions of said Employment Agreement.

2.2. FRINGE BENEFIT. The benefits provided by this Agreement are granted by the Employer as a fringe benefit to the Executive and are not a part of any salary reduction plan or any arrangement deferring a bonus or a salary increase. The Executive has no option to take any current payments or bonus in lieu of the benefits provided by this Agreement.

3. PAYMENTS UPON OR AFTER RETIREMENT.

3.1. PAYMENTS UPON RETIREMENT. If the Executive shall remain in the continuous employment of the Employer until attaining sixty-five (65) years of age, the Executive shall be entitled to be paid the Annual Benefit, as defined above, for a period of fifteen (15) years, in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Executive Retires or upon such later date as may be mutually agreed upon by the Executive and the Employer in advance of said Retirement date. At the Employer's sole and absolute discretion, the Employer may increase the Annual Benefit as and when the Employer determines the same to be appropriate in order to reflect a substantial change in the cost of living. Notwithstanding anything contained herein to the contrary, the Employer shall have no obligation hereunder to make any such cost-of-living adjustment.

3.2. PAYMENTS IN THE EVENT OF DEATH AFTER RETIREMENT. The Employer agrees that if the Executive Retires, but shall die before receiving all of the One Hundred Eighty (180) monthly payments described in paragraph 3.1 above, the Employer will make the remaining monthly payments, undiminished and on the same schedule as if the Executive had not died, to the Executive's designated beneficiary. If a valid Beneficiary Designation is not in effect, then the remaining amounts due to the Executive under the term of this Agreement shall be paid to the Executive's Surviving Spouse. If the Executive leaves no Surviving Spouse, the remaining amounts due to the Executive under the terms of this Agreement shall be paid to the duly qualified personal representative, executor or administrator of the Executive's estate.

4. PAYMENTS IN THE EVENT DEATH OR DISABILITY OCCURS PRIOR TO RETIREMENT.

4.1 PAYMENTS IN THE EVENT OF DEATH PRIOR TO RETIREMENT. In the event the Executive should die while actively employed by the Employer at any time after the Effective Date of this Agreement, but prior to attaining sixty-three (63) years of age or if the Executive chooses to work after attaining Sixty-Three
(63) years of age, but dies before Retirement, the Employer agrees to pay the Annual Benefit for a period of fifteen (15) years in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first of each month beginning with the month following Executive's death, to the Executive's designated beneficiary with the Applicable Percentage determined by the applicable years of service, including years of service with Employer prior to execution of this Agreement, at the time of death, as set forth on Schedule "A". If a valid Beneficiary Designation is not in effect, then the amounts due to the Executive under the terms of this Agreement shall be paid to the Executive's Surviving Spouse as set forth above. If the Executive leaves no Surviving Spouse, the amounts due to the Executive under the terms of this Agreement shall be paid to the duly qualified personal representative, executor or administrator of the Executive's estate as set forth above.

4.2. PAYMENTS IN THE EVENT OF DISABILITY PRIOR TO RETIREMENT. In the event the Executive becomes Disabled while actively employed by the Employer at any time after the date of this Agreement but prior to Retirement, the Executive shall:
(i) continue to be treated during such period of Disability as being gainfully employed by the Employer but shall not add applicable years of service for the purpose of determining the Annual Benefit; and (ii) be entitled to be paid the Annual Benefit, as set forth on Schedule "A", for fifteen (15) years, as determined by the applicable years of service at the time of disability, as defined above, in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the earlier of (1) the month in which the Executive attains sixty-five
(65) years of age; or (2) the date upon which the Executive is no longer entitled to receive Disability benefits under the Executive's principal Disability insurance policy and does not, at such time, return to and thereafter fulfill the responsibilities associated with the employment position held

4.2. PAYMENTS IN THE EVENT OF DISABILITY PRIOR TO RETIREMENT. (CONTINUED) with the Employer prior to becoming Disabled by reason of such Disability continuing. Notwithstanding the foregoing, in the event Executive should die while actively or gainfully employed by the Employer at any time after the Effective Date of this Agreement and prior to attaining the age of sixty-five (65) years of age, the payments provided in Paragraph 4.1 shall be paid in lieu of the payments provided in this Paragraph 4.2, provided that Executive or his legal representative shall have not elected to take the benefits provided by Paragraph 5.

5. PAYMENTS IN THE EVENT EMPLOYMENT IS TERMINATED OTHER THAN BY DEATH, DISABILITY, OR RETIREMENT. As indicated in Paragraph 2 above, the Employer reserves the right to terminate the Executive's employment, with or without cause but subject to any written employment agreement which may then exist, at any time prior to the Executive's Retirement. In the event that the employment of the Executive shall be terminated, for any reason, including voluntary termination by the Executive, but other than by reason of Disability except as provided in Paragraph 4.2, death or Retirement, the Executive or his legal representative shall be entitled to be paid the Annual Benefit for a period of fifteen (15) years, as determined by the applicable years of service at the time of the Executive's termination of employment with the Employer, in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Executive attains sixty-five (65) years of age or, if earlier, beginning with the month following the Executive's death.

6. PAYMENTS IN THE EXECUTIVE ELECTS EARLY RETIREMENT. The Executive shall have the right to elect to receive the Annual Benefit prior to attaining sixty-five
(65) years of age if he chooses to Retire on a date which constitutes an Early Retirement Date as defined in subparagraph 1.7 above. In the event the Executive elects to Retire on a date which constitutes an Early Retirement Date, the Executive shall be entitled to be paid the Annual Benefit for a period of fifteen (15) years, as set forth on Schedule "A" and determined by the applicable years of service at the time of early retirement, as defined above, in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Early Retirement Date occurs.

7. RIGHT TO DETERMINE FUNDING METHODS. The Employer reserves the right to determine, in its sole and absolute discretion, whether, to what extent and by what method, if any, to provide for the payment of the amounts which may be payable to the Executive, the Executive's spouse or the Executive's beneficiaries under the terms of this Agreement. In the event that the Employer elects to fund this Agreement, in whole or in part, through the use of life insurance or annuities, or both, the Employer shall determine the ownership and beneficial interests of any such policy of life insurance or annuity. The Employer further reserves the right, in its sole and absolute discretion, to terminate any such policy, and any other device used to fund its obligations under this Agreement, at any time, in whole or in part. Consistent with Paragraph 9 below, neither

7. RIGHT TO DETERMINE FUNDING METHODS. (CONTINUED)

the Executive, the Executive's spouse nor the Executive's beneficiaries shall have any right, title or interest in or to any funding source or amount utilized by the Employer pursuant to this Agreement, and any such funding source or amount shall not, constitute security for the performance of the Employer's obligations pursuant to this Agreement. In connection with the foregoing, the Executive agrees to execute such documents and undergo such medical examinations or tests which the Employer may request and which may be reasonably necessary to facilitate any funding for this Agreement including, without limitation the Employer's acquisition of any policy of insurance or annuity. Furthermore, a refusal by the Executive to consent to participate in and undergo any such medical examinations or tests shall result in the immediate termination of this Agreement and the immediate forfeiture by the Executive, the Executive's spouse and the Executive's beneficiaries of any and all rights to payment hereunder.

8. CLAIMS PROCEDURE. The Employer shall, but only to the extent necessary to comply with ERISA, be designated as the named fiduciary under this Agreement and shall have authority to control and manage the operation and administration of this Agreement. Consistent therewith, the Employer shall make all determinations as to the rights to benefits under this Agreement. Any decision by the Employer denying a claim by the Executive, the Executive's spouse, or the Executive's beneficiary for benefits under this Agreement shall be stated in writing and delivered or mailed, via registered or certified mail, to the Executive, the Executive's spouse or the Executive's beneficiary, as the case may be. Such decision shall set forth the specific reasons for the denial of a claim. In addition, the Employer shall provide the Executive, the Executive's spouse or the Executive's beneficiary with a reasonable opportunity for a full and fair review of the decision denying such claim.

9. STATUS OF AN UNSECURED GENERAL CREDITOR. Notwithstanding anything contained herein to the contrary: (i) neither the Executive, the Executive's spouse and the Executive's beneficiary shall have any legal or equitable rights, interests or claims in or to any specific property or assets of the Employer; (ii) none of the Employer's assets shall be held in or under any trust for the benefit of the Executive, the Executive's spouse or the Executive's beneficiary or held in any way as security for the fulfillment of the obligations of the Employer under this Agreement; (iii) all of the Employer's assets shall be and remain the general unpledged and unrestricted assets of the Employer; (iv) the Employer's obligation under this Agreement shall be that of an unfunded and unsecured promise by the Employer to pay money in the future; and (v) the Executive, the Executive's spouse and the Executive's beneficiary shall be unsecured general creditors with respect to any benefits which may be payable under the terms of this Agreement.

10. COVENANT NOT TO INTERFERE. The Executive agrees not to take any action which prevents the Employer from collecting the proceeds of any life insurance policy which the Employer may happen to own at the time of the Executive's death and of which the Employer is the designated beneficiary.

11. MISCELLANEOUS.

11.1 OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL. The Executive acknowledges that he has been afforded the opportunity to consult with independent counsel of his choosing regarding both the benefits granted to him under the terms of this Agreement and the terms and conditions which may affect the Executive's right to these benefits. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions.

11.2. ARBITRATION OF DISPUTES. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 111 pine Street, suite 710, in San Francisco, California. In the event JAMS is unable or unwilling to conduct the arbitration provided for under the terms of this Paragraph, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 417 Montgomery Street, in San Francisco, California, shall conduct the binding arbitration referred to in this Paragraph. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. The arbitration shall be subject to such rules of procedure used or established by JAMS, or if there are none, the rules of procedure used or established by AAA. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Quincy, California, unless otherwise agreed to by the parties.

11.3. ATTORNEYS' FEES. In the event of any arbitration or litigation concerning any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach hereof, or the interpretation hereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorneys' fees and costs incurred in connection therewith or in the enforcement or collection of any judgment or award rendered therein. The "prevailing party" means the party determined by the arbitrator(s) or court, as the case may be, to have most nearly prevailed, even if such party did not prevail in all matters, not necessarily the one in whose favor a judgment is rendered.

11.4. NOTICE. Any notice required or permitted of either the Executive or the Employer under this Agreement shall be deemed to have been duly given, if by personal delivery upon the date received by the party or its authorized representative. If by facsimile, upon transmission to a telephone number previously provided by the party to whom the facsimile is transmitted as reflected in the records of the party transmitting the facsimile and upon reasonable confirmation of such transmission. and if by mail, on the third day after mailing via U.S. first class mail, registered or certified, postage prepaid and return receipt requested, and addressed to the party at the address given below for the receipt of notices, or such changed address as may be requested in writing by a party.

If to the Employer:

Plumas Bank
P.O. Box 10150 Quincy, California 95971 Attn: Mr. Jerry V. Kehr

If to the Executive:

William E. Elliott
P.O. Box 1971
Quincy, California 95971

11.5. ASSIGNMENT. Neither the Executive, the Executive's spouse, nor any other beneficiary under this Agreement shall have any power or right to transfer, assign, hypothecate, modify or otherwise encumber any part or all of the amounts payable hereunder, nor, prior to payment in accordance with the terms of this Agreement, shall any portion of such amounts be: (i) subject to seizure by any creditor of any such beneficiary, by a proceeding at law or in equity, for the payment of any debts, judgments, alimony or separate maintenance obligations which may be owed by the Executive, the Executive's spouse, or any designated beneficiary; or (ii) transferable by operation of law in the event of bankruptcy, insolvency or otherwise. Any such attempted assignment or transfer shall be void and shall terminate this Agreement, and the Employer shall thereupon have no further liability hereunder.

11.6. BINDING EFFECT/MERGER OR REORGANIZATION. This Agreement shall be binding upon and inure to the benefit of the Executive and the Employer and, as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns. Accordingly, the Employer shall not merge or consolidate into or with another corporation, or reorganize or sell substantially all of its assets to another corporation, firm or person, unless and until such succeeding or continuing corporation, firm or person agrees to assume and discharge the obligations of the Employer under this Agreement. Upon the occurrence of such event, the term "Employer" as used in this Agreement shall be deemed to refer to such surviving or successor firm, person, entity or corporation.

11.7. NONWAIVER. The failure of either party to enforce at any time or for any period of time anyone or more of the terms or conditions of this Agreement shall not be a waiver of such term(s) or condition(s) or of that party's right thereafter to enforce each and every term and condition of this Agreement.

11.8. PARTIAL INVALIDITY. If any term, provision covenant or condition of this Agreement is determined by a~ arbitrator or a court, as the case may be, to be invalid, void, or unenforceable, such determination shall not render any other term, provision, covenant or condition invalid, void or unenforceable, and the Agreement shall remain in full force and effect notwithstanding such partial invalidity.

11.9. ENTIRE AGREEMENT. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter of this Agreement and contains all of the covenants and agreements between the parties with respect thereto. Each party to this Agreement acknowledges that no other representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not set forth herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding on either party.

11.10. MODIFICATIONS. Any modification of this Agreement shall be effective only if it is in writing and signed by each party or such party's authorized representative.

11.11. PARAGRAPH HEADINGS. The paragraph headings used in this Agreement are included solely for the convenience of the parties and shall not affect or be used in connection with the interpretation of this Agreement.

11.12. NO STRICT CONSTRUCTION. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction, will be applied against any person.

11.13. GOVERNING LAW. The laws of the state of California, other than those laws denominated choice of law rules, and, where applicable, the rules and regulations of: (i) the California Superintendent of Banks; (ii) the Board of Governors of the Federal Reserve System; (iii) the Federal Deposit Insurance corporation; or (iv) any other regulatory agency or governmental authority having jurisdiction over the Employer, shall govern the validity, interpretation, construction and effect of this Agreement.

IN WITNESS WHEREOF, the Employer and the Executive have executed this Agreement on the date first above-written in the City of Quincy, Plumas County, California.

THE EMPLOYER:                                     THE EXECUTIVE:


PLUMAS BANK, a California Corporation

By:  s/s JERRY V. KEHR                            s/s WILLIAM E. ELLIOTT
     -----------------                            ------------------------

JERRY V. KEHR, Chairman                           WILLIAM E. ELLIOTT

NUMBER OF COMPLETE
YEARS WHICH HAVE ELAPSED                  APPLICABLE PERCENTAGE
------------------------                  ---------------------
1 ............................................            5.00%

2 ............................................           10.00%

3 ............................................           15.00%

4 ............................................           20.00%

5 ............................................           30.00%

6 ............................................           40.00%

7 ............................................           50.00%

8 ............................................           60.00%

9 ............................................           75.00%

10. (early retirement age 63).................           90.00%

11............................................           95.00%

12 or More....................................          100.00%

AMENDMENT TO EXECUTIVE SALARY CONTINUATION AGREEMENT

This agreement ("Agreement") is made and entered into this 29 day of September, 1995, by and between Plumas Bank, a California banking corporation ("Employer") and William E. Elliott, an individual residing in the State of California ("Executive").

WHEREAS, Employer and Executive entered into an executive salary continuation agreement dated October 13, 1993 ("Executive Agreement"), and it is the desire of the parties to amend the Executive Agreement to provide Executive with additional benefits in the event of a change in control of the Employer;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Employer and Executive agree to amend the Executive Agreement with respect to the following sections.

1. Section 5 of the Executive Agreement is hereby amended to read in the entirety as follows:

5. PAYMENTS IN THE EVENT EMPLOYMENT IS TERMINATED OTHER THAN BY DEATH, DISABILITY, RETIREMENT OR A CHANGE OF CONTROL OF THE EMPLOYER.

As indicated in Paragraph 2 above, the Employer reserves the right to terminate the Executive's employment, with or without cause but subject to any written employment agreement which may then exist, at any time prior to the Executive's Retirement. In the event that the employment of the Executive shall be terminated, for any reason, including voluntary termination by the Executive, but other than by reason of Disability except as provided in Paragraph 4.2, death, Retirement or a change of control of the Employer as set forth in Paragraph 5.1, the Executive or his legal representative shall be entitled to be paid the Annual Benefit, as set forth in Schedule "A" for a period of fifteen
(15) years, as determined by the applicable years of service at the time of the Executive's termination of employment with the Employer, in One Hundred Eighty
(180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Executive terminates employment and attains sixty-five (65) years of age or, if earlier, beginning with the month following the Executive's death.

2. A new Section 5.1 is added to the Executive Agreement to read in the entirety as follows:

5.1 TERMINATION OF EMPLOYMENT IN THE EVENT OF A CHANGE OF CONTROL.

A "Terminating Event" shall be defined as anyone of the following events: (i) merger or consolidation of the Employer where the Employer's shareholders immediately

prior to the merger or consolidation will not own at least a majority of the outstanding voting shares of the Employer (or Employer's successor, if the Employer is not the surviving entity in the merger or consolidation) immediately after such merger or consolidation, (ii) a transfer of a controlling interest of the Employer (consisting of at least a majority of the outstanding voting shares of the Employer) to another corporation, individual or individuals acting in concert, or (iii) a sale or transfer of substantially all of the assets of the Employer to another entity. In the event the Executive's employment terminates with the Employer or Employer's successor within five years of a Terminating Event and the Executive gives written notice to the Employer or Employer's successor within 30 calendar days of such termination of employment that the termination is for the reason that a Terminating Event has occurred, the Executive shall be entitled to be paid the Annual Benefit with the Applicable Percentage equal to 100%, for a period of fifteen (15) years, in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Executive's employment is terminated.

The Executive and Employer acknowledge that limitations on deductibility of the Annual Benefit for federal income tax purposes may be imposed under, but not limited to Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), and any successor to Section 280G of the Code. The increase in the Applicable Percentage pursuant to the application of this Paragraph 5.1 shall be limited to such increase in the Applicable Percentage (which increase shall not result in the Applicable Percentage being greater than 100%) that results in the greatest amount of the Annual Benefit that is deductible by the Employer for federal income tax purposes after taking into account all other compensation payments to or for the benefit of the Executive that are included in determining the deductibility of such payments under Section 280G of the Code or any successor to Section 280G of the Code. In the event that prior to the application of this Paragraph 5.1, all other compensation payments to or for the benefit of Executive results in the limitation of the deductibility by Employer of such payments under Section 280G or any successor to Section 280G of the Code, then this Paragraph 5.1 shall not be applicable.

PLUMAS BANK                                        WILLIAM E. ELLIOTT


S/S JERRY V. KEHR                                  s/s WILLIAM E. ELLIOTT

SECOND AMENDMENT
TO THE
EXECUTIVE SALARY CONTINUATION AGREEMENT FOR
WILLIAM E. ELLIOTT

THIS AMENDMENT is made this 16th day of February, 2000, by and between PLUMAS BANK, a corporation organized under the laws of the State of California (the "Employer") and WILLIAM E. ELLIOTT (the "Executive").

On October 13, 1993, the Employer and the Executive executed an Executive Salary Continuation Agreement, Which was Amended on September 29, 1995 (the "Agreement"). The undersigned hereby amends, in part, said Agreement to provide the Executive with an increase the Annual Benefit from $75,000 to $110,000. Therefore, it is necessary to amend the following sections:

Article 1.2 shall be deleted in its entirety and the following new Article 1.2 shall be added to the Agreement as follows:

1.2 Annual Benefit. The term "Annual Benefit" shall mean an annual sum of One Hundred Ten Thousand Dollars ($110,000) multiplied by the Applicable Percentage (defined below) and then reduced to the extent required: (i) under the other provisions of this Agreement; (ii) by reason of the lawful order of any regulatory agency or body having jurisdiction over the Employer; and (iii) in order for the Employer to properly comply with any and all applicable state and federal laws, including, but not limited to, income, employment and disability income tax laws (e.g., FICA, FUTA, SDI).

In Witness whereof, the Executive and the Employer have signed this Agreement.

EXECUTIVE:                               EMPLOYER:

                                         PLUMAS BANK


s/s  WILLIAM E. ELLIOTT                  By  s/s JERRY V. KEHR
-----------------------                      -----------------
     William E. Elliott                  Title Chairman of Board

EXHIBIT 10.4

ADDENDUM A

PLUMAS BANK

SPLIT DOLLAR AGREEMENT

THIS AGREEMENT is made and entered into this 23rd day of January, 2002, by and between PLUMAS BANK, a corporation organized under the laws of the State of California located in Quincy, California (the "Employer"), and WILLIAM E. ELLIOTT (the "Executive"). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith, or as subsequently amended, by and between the aforementioned parties.

INTRODUCTION

To encourage the Executive to remain an employee of the Employer, the Employer is willing to divide the death proceeds of a life insurance policy on the Executive's life. The Employer will pay life insurance premiums from its general assets.

ARTICLE 1

GENERAL DEFINITIONS

The following terms shall have the meanings specified:

1.1 "Insurer" means Chubb Life Insurance Company.

1.2 "Policy" means insurance policy no. 2107021 issued by the Insurer.

1.3 "Insured" means the Executive.

1.4 "Normal Retirement Age" means the Executive's 65th birthday.

1.5 "Termination of Employment" means the Executive ceasing to be employed by the Employer for any reason whatsoever, other than by reason of an approved leave of absence. For purposes of this Agreement, if there is a dispute over the employment status of the Executive or the date of the Executive's Termination of Employment, the Employer shall have the sole and absolute right to determine the termination date.

ARTICLE 2
POLICY OWNERSHIP/INTERESTS

2.1 Employer Ownership. The Employer is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Employer shall be the beneficiary of the death proceeds remaining after the Executive's interest has been paid pursuant to Article 2.2 below.

2.2 Executive's Interest. The Executive shall have the right to designate the beneficiary of death proceeds of the Policy in the amount of $232,516. The Executive shall also have the right to elect and change settlement options that may be permitted. However, the Executive, the Executive's transferee or the Executive's beneficiary shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in this section 2.2 if the Executive ceases to be employed by the Employer for any reason whatsoever prior to Normal Retirement Age (other than by reason of a leave of absence which is approved by the Employer) and has received or had the opportunity to receive any benefit under the Executive Salary Continuation Agreement dated October 13, 1993, and a first Amendment thereto dated September 29, 1995, and a Second Amendment of even date herewith, between the Employer and the Executive (collectively the "Salary Continuation Agreement").

2.3 Option to Purchase. The Employer shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the Executive or the Executive's transferee the option to purchase the Policy for a period of 60 days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy. This provision shall not impair the right of the Employer to terminate this Agreement.

ARTICLE 3
PREMIUMS

3.1 Premium Payment. The Employer shall pay any premiums due on the Policy.

3.2 Imputed Income. The Employer shall impute income to the Executive in an amount equal to the current term rate for the Executive's age multiplied by the aggregate death benefit payable to the Executive's beneficiary. The "current term rate" is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

3.3 Cash Payment. The Employer shall annually pay to the Executive an amount necessary to pay the federal and state income taxes attributable to the imputed income and to the additional cash payments under this section. In calculating the cash payments due from the Employer, the Employer shall use the Executive's actual marginal income tax bracket for the calendar year immediately preceding the payment to the Executive. In the event the Executive retires prior to the Normal Retirement Age or ceases to be employed by the Employer prior to such age, the cash payments shall cease as of the date of such occurrence.

ARTICLE 4
ASSIGNMENT

The Executive may assign without consideration all interests in the Policy and in this Agreement to any person, entity or trust. In the event the Executive transfers all of the Executive's interest in the Policy, then all of the Executive's interest in the Policy and in the Agreement shall be vested in the Executive's transferee, who shall be substituted as a party hereunder and the Executive shall have no further interest in the Policy or in this Agreement.

ARTICLE 5
INSURER

The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and

demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.

ARTICLE 6
CLAIMS PROCEDURE

6.1 Claims Procedure. The Employer shall notify any person or entity that makes a claim under this Agreement (the "Claimant") in writing, within 90 days of Claimant's written application for benefits, of his or her eligibility or ineligibility for benefits under this Agreement. If the Employer determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of this Agreement on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of this Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Employer determines that there are special circumstances requiring additional time to make a decision, the Employer shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90 days.

6.2 Review Procedure. If the Claimant is determined by the Employer not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Employer by filing a petition for review with the Employer within 60 days after receipt of the notice issued by the Employer. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Employer of the petition, the Employer shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Employer verbally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Employer shall notify the Claimant of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner to be understood by the Claimant and the specific provisions of this Agreement on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Employer, but notice of this deferral shall be given to the Claimant.

ARTICLE 7
AMENDMENTS AND TERMINATION

This Agreement may be amended or terminated only by a written agreement signed by the Employer and the Executive. However, unless otherwise agreed to by the Employer and the Executive, this Agreement will automatically terminate if the Executive ceases to be employed by the Employer for any reason whatsoever (other than by reason of a leave of absence which is approved by the Employer) and has received or had the opportunity to receive any benefit under the Salary Continuation Agreement.

ARTICLE 8
MISCELLANEOUS

8.1 Binding Effect. This Agreement shall bind the Executive and the Employer and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.

8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Employer, nor does it interfere with the Employer's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.

8.3 Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of California, except to the extent preempted by the laws of the United States of America.

8.4 Reorganization. The Employer shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Employer.

8.5 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Employer. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

8.6 Entire Agreement. This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.7 Administration. The Employer shall have powers which are necessary to administer this Agreement, including but not limited to:

(a) Interpreting the provisions of the Agreement;

(b) Establishing and revising the method of accounting for the Agreement;

(c) Maintaining a record of benefit payments; and

(d) Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

8.8 Named Fiduciary. The Employer shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

EXECUTIVE:                                 EMPLOYER:

                                           PLUMAS BANK


/S/ WILLIAM E. ELLIOTT                     BY  /S/ JERRY V. KEHR
------------------------                      ---------------------------
  WILLIAM E. ELLIOTT                       TITLE CHAIRMAN OF BOARD

ADDENDUM B

PLUMAS BANK

SPLIT DOLLAR AGREEMENT

THIS AGREEMENT is made and entered into this 23rd day of January, 2002, by and between PLUMAS BANK, a corporation organized under the laws of the State of California located in Quincy, California (the "Employer"), and WILLIAM E. ELLIOTT (the "Executive"). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith, or as subsequently amended, by and between the aforementioned parties.

INTRODUCTION

To encourage the Executive to remain an employee of the Employer, the Employer is willing to divide the death proceeds of a life insurance policy on the Executive's life. The Employer will pay life insurance premiums from its general assets.

ARTICLE 1

GENERAL DEFINITIONS

The following terms shall have the meanings specified:

1.1 "Insurer" means Mutual Group Life Insurance Company.

1.2 "Policy" means insurance policy no. 545023 issued by the Insurer.

1.3 "Insured" means the Executive.

1.4 "Normal Retirement Age" means the Executive's 65th birthday.

1.5 "Termination of Employment" means the Executive ceasing to be employed by the Employer for any reason whatsoever, other than by reason of an approved leave of absence. For purposes of this Agreement, if there is a dispute over the employment status of the Executive or the date of the Executive's Termination of Employment, the Employer shall have the sole and absolute right to determine the termination date.

ARTICLE 2
POLICY OWNERSHIP/INTERESTS

2.1 Employer Ownership. The Employer is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Employer shall be the beneficiary of the death proceeds remaining after the Executive's interest has been paid pursuant to Article 2.2 below.

2.2 Executive's Interest. The Executive shall have the right to designate the beneficiary of death proceeds of the Policy in the amount of $243,977. The Executive shall also have the right to elect and change settlement options that may be permitted. However, the Executive, the Executive's transferee or the Executive's beneficiary shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in this section 2.2 if the Executive ceases to be employed by the Employer for any reason whatsoever prior to Normal Retirement Age (other than by reason of a leave of absence which is approved by the Employer) and has received or had the opportunity to receive any benefit under the Executive Salary Continuation Agreement dated October 13, 1993, and a first Amendment thereto dated September 29, 1995, and a Second Amendment of even date herewith, between the Employer and the Executive (collectively the "Salary Continuation Agreement").

2.3 Option to Purchase. The Employer shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the Executive or the Executive's transferee the option to purchase the Policy for a period of 60 days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy. This provision shall not impair the right of the Employer to terminate this Agreement.

ARTICLE 3
PREMIUMS

3.1 Premium Payment. The Employer shall pay any premiums due on the Policy.

3.2 Imputed Income. The Employer shall impute income to the Executive in an amount equal to the current term rate for the Executive's age multiplied by the aggregate death benefit payable to the Executive's beneficiary. The "current term rate" is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

3.3 Cash Payment. The Employer shall annually pay to the Executive an amount necessary to pay the federal and state income taxes attributable to the imputed income and to the additional cash payments under this section. In calculating the cash payments due from the Employer, the Employer shall use the Executive's actual marginal income tax bracket for the calendar year immediately preceding the payment to the Executive. In the event the Executive retires prior to the Normal Retirement Age or ceases to be employed by the Employer prior to such age, the cash payments shall cease as of the date of such occurrence.

ARTICLE 4
ASSIGNMENT

The Executive may assign without consideration all interests in the Policy and in this Agreement to any person, entity or trust. In the event the Executive transfers all of the Executive's interest in the Policy, then all of the Executive's interest in the Policy and in the Agreement shall be vested in the Executive's transferee, who shall be substituted as a party hereunder and the Executive shall have no further interest in the Policy or in this Agreement.

ARTICLE 5
INSURER

The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and

demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.

ARTICLE 6
CLAIMS PROCEDURE

6.1 Claims Procedure. The Employer shall notify any person or entity that makes a claim under this Agreement (the "Claimant") in writing, within 90 days of Claimant's written application for benefits, of his or her eligibility or ineligibility for benefits under this Agreement. If the Employer determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of this Agreement on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of this Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Employer determines that there are special circumstances requiring additional time to make a decision, the Employer shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90 days.

6.2 Review Procedure. If the Claimant is determined by the Employer not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Employer by filing a petition for review with the Employer within 60 days after receipt of the notice issued by the Employer. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Employer of the petition, the Employer shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Employer verbally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Employer shall notify the Claimant of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner to be understood by the Claimant and the specific provisions of this Agreement on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Employer, but notice of this deferral shall be given to the Claimant.

ARTICLE 7
AMENDMENTS AND TERMINATION

This Agreement may be amended or terminated only by a written agreement signed by the Employer and the Executive. However, unless otherwise agreed to by the Employer and the Executive, this Agreement will automatically terminate if the Executive ceases to be employed by the Employer for any reason whatsoever (other than by reason of a leave of absence which is approved by the Employer) and has received or had the opportunity to receive any benefit under the Salary Continuation Agreement.

ARTICLE 8
MISCELLANEOUS

8.1 Binding Effect. This Agreement shall bind the Executive and the Employer and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.

8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Employer, nor does it interfere with the Employer's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.

8.3 Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of California, except to the extent preempted by the laws of the United States of America.

8.4 Reorganization. The Employer shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Employer.

8.5 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Employer. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

8.6 Entire Agreement. This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.7 Administration. The Employer shall have powers which are necessary to administer this Agreement, including but not limited to:

(a) Interpreting the provisions of the Agreement;

(b) Establishing and revising the method of accounting for the Agreement;

(c) Maintaining a record of benefit payments; and

(d) Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

8.8 Named Fiduciary. The Employer shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

EXECUTIVE:                                    EMPLOYER:

                                              PLUMAS BANK

/S/ WILLIAM E. ELLIOTT                        BY  /S/ JERRY V. KEHR
----------------------                           -------------------------
  WILLIAM E. ELLIOTT                          TITLE  CHAIRMAN OF BOARD

ADDENDUM C

PLUMAS BANK

SPLIT DOLLAR AGREEMENT

THIS AGREEMENT is made and entered into this 23rd day of January, 2002, by and between PLUMAS BANK, a corporation organized under the laws of the State of California located in Quincy, California (the "Employer"), and WILLIAM E. ELLIOTT (the "Executive"). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith, or as subsequently amended, by and between the aforementioned parties.

INTRODUCTION

To encourage the Executive to remain an employee of the Employer, the Employer is willing to divide the death proceeds of a life insurance policy on the Executive's life. The Employer will pay life insurance premiums from its general assets.

ARTICLE 1

GENERAL DEFINITIONS

The following terms shall have the meanings specified:

1.1 "Insurer" means Great-West Life & Annuity Insurance Company.

1.2 "Policy" means insurance policy no. 86000747 issued by the Insurer.

1.3 "Insured" means the Executive.

1.4 "Normal Retirement Age" means the Executive's 65th birthday.

1.5 "Termination of Employment" means the Executive ceasing to be employed by the Employer for any reason whatsoever, other than by reason of an approved leave of absence. For purposes of this Agreement, if there is a dispute over the employment status of the Executive or the date of the Executive's Termination of Employment, the Employer shall have the sole and absolute right to determine the termination date.

ARTICLE 2
POLICY OWNERSHIP/INTERESTS

2.1 Employer Ownership. The Employer is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Employer shall be the beneficiary of the death proceeds remaining after the Executive's interest has been paid pursuant to Article 2.2 below.

2.2 Executive's Interest. The Executive shall have the right to designate the beneficiary of death proceeds of the Policy in the amount of $512,347. The Executive shall also have the right to elect and change settlement options that may be permitted. However, the Executive, the Executive's transferee or the Executive's beneficiary shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in this section 2.2 if the Executive ceases to be employed by the Employer for any reason whatsoever prior to Normal Retirement Age (other than by reason of a leave of absence which is approved by the Employer) and has received or had the opportunity to receive any benefit under the Executive Salary Continuation Agreement dated October 13, 1993, and a first Amendment thereto dated September 29, 1995, and a Second Amendment of even date herewith, between the Employer and the Executive (collectively the "Salary Continuation Agreement").

2.3 Option to Purchase. The Employer shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the Executive or the Executive's transferee the option to purchase the Policy for a period of 60 days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy. This provision shall not impair the right of the Employer to terminate this Agreement.

ARTICLE 3
PREMIUMS

3.1 Premium Payment. The Employer shall pay any premiums due on the Policy.

3.2 Imputed Income. The Employer shall impute income to the Executive in an amount equal to the current term rate for the Executive's age multiplied by the aggregate death benefit payable to the Executive's beneficiary. The "current term rate" is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

3.3 Cash Payment. The Employer shall annually pay to the Executive an amount necessary to pay the federal and state income taxes attributable to the imputed income and to the additional cash payments under this section. In calculating the cash payments due from the Employer, the Employer shall use the Executive's actual marginal income tax bracket for the calendar year immediately preceding the payment to the Executive. In the event the Executive retires prior to the Normal Retirement Age or ceases to be employed by the Employer prior to such age, the cash payments shall cease as of the date of such occurrence.

ARTICLE 4
ASSIGNMENT

The Executive may assign without consideration all interests in the Policy and in this Agreement to any person, entity or trust. In the event the Executive transfers all of the Executive's interest in the Policy, then all of the Executive's interest in the Policy and in the Agreement shall be vested in the Executive's transferee, who shall be substituted as a party hereunder and the Executive shall have no further interest in the Policy or in this Agreement.

ARTICLE 5
INSURER

The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and

demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.

ARTICLE 6
CLAIMS PROCEDURE

6.1 Claims Procedure. The Employer shall notify any person or entity that makes a claim under this Agreement (the "Claimant") in writing, within 90 days of Claimant's written application for benefits, of his or her eligibility or ineligibility for benefits under this Agreement. If the Employer determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of this Agreement on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of this Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Employer determines that there are special circumstances requiring additional time to make a decision, the Employer shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90 days.

6.2 Review Procedure. If the Claimant is determined by the Employer not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Employer by filing a petition for review with the Employer within 60 days after receipt of the notice issued by the Employer. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Employer of the petition, the Employer shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Employer verbally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Employer shall notify the Claimant of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner to be understood by the Claimant and the specific provisions of this Agreement on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Employer, but notice of this deferral shall be given to the Claimant.

ARTICLE 7
AMENDMENTS AND TERMINATION

This Agreement may be amended or terminated only by a written agreement signed by the Employer and the Executive. However, unless otherwise agreed to by the Employer and the Executive, this Agreement will automatically terminate if the Executive ceases to be employed by the Employer for any reason whatsoever (other than by reason of a leave of absence which is approved by the Employer) and has received or had the opportunity to receive any benefit under the Salary Continuation Agreement.

ARTICLE 8
MISCELLANEOUS

8.1 Binding Effect. This Agreement shall bind the Executive and the Employer and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.

8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Employer, nor does it interfere with the Employer's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.

8.3 Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of California, except to the extent preempted by the laws of the United States of America.

8.4 Reorganization. The Employer shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Employer.

8.5 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Employer. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

8.6 Entire Agreement. This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.7 Administration. The Employer shall have powers which are necessary to administer this Agreement, including but not limited to:

(a) Interpreting the provisions of the Agreement;

(b) Establishing and revising the method of accounting for the Agreement;

(c) Maintaining a record of benefit payments; and

(d) Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

8.8 Named Fiduciary. The Employer shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

EXECUTIVE:                                    EMPLOYER:

                                              PLUMAS BANK


/S/ WILLIAM E. ELLIOTT                        BY  /S/ JERRY V. KEHR
----------------------                            ---------------------------
  WILLIAM E. ELLIOTT                          TITLE  CHAIRMAN OF BOARD

EXHIBIT 10.5

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF THE BANK'S STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE BANK'S 1991 STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE SHAREHOLDERS OF THE BANK HOLDING NOT LESS THAN A MAJORITY OF THE OUTSTANDING SHARES OF THE BANK'S COMMON STOCK REPRESENTED AND VOTING AT A MEETING OF SHAREHOLDERS AND BY A MAJORITY OF THE DISINTERESTED SHARES REPRESENTED AND VOTING AT THE MEETING.

PLUMAS BANK
INCENTIVE STOCK OPTION AGREEMENT

This Incentive Stock Option Agreement dated the 18th day of November, 1998, entered into by and between Plumas Bank (the "Bank"), and Douglas N. Biddle ("Optionee");

WHEREAS, pursuant to the 1991 Stock Option Plan of the Bank (the "Plan"), a copy of which is hereto attached, the Board of Directors of the Bank (or the Stock Option Committee, if authorized by the Board of Directors) has authorized granting to Optionee, an Incentive Stock Option to purchase all or any part of Four Thousand Three Hundred Twenty (4,320) authorized but unissued shares of the Bank's Common Stock for cash at the price of Sixteen Dollars and Seventy-Three Cents ($16.73) per share, such option to be for the term AND upon the terms and conditions hereinafter stated;

NOW, THEREFORE, it is hereby agreed:

1. Grant of Option. Pursuant to said action of the Board of Directors (or the Stock Option Committee) and pursuant to authorizations granted by all appropriate regulatory and governmental agencies, the Bank hereby grants to Optionee the option to purchase, upon and subject to the terms and conditions of the Plan, as amended, which is incorporated in full herein by this reference, all or any part of Four Thousand Three Hundred Twenty (4,320) shares of the Bank's Common Stock (hereinafter called "stock") at the price of Sixteen Dollars and Seventy-three Cents ($16.73) per share, which price is not less than 100% of the fair market value of the stock (or not less than 110% of the fair market value for Optionee-shareholders who possess more than 10% of the Bank's stock) as of the date of action of the Board of Directors (or the Option Committee) granting this option.

2. Exercisability. This option shall be exercisable as to 864 on November 18, 1999, 864 on November 18, 2000, 864 on November 18, 2001, 864 on November 18, 2002, 864 on November 18, 2003. This option shall remain exercisable as to all of such shares until November 18, 2008 (but not later than ten (10) years from the date this option is granted) unless this option has expired or terminated

earlier in accordance with the provisions hereof. Shares as to which this option becomes exercisable pursuant to the foregoing provision may be purchased at any time prior to expiration of this option.

3. Exercise of Option. This option may be exercised by written notice delivered to the Bank stating the number of shares with respect to which this option is being exercised, together with cash in the amount of the purchase price of such shares. Not less than ten (10) shares may be purchased at any one time unless the number purchased is the total number which may be purchased under this option and in no event may the option be exercised with respect to fractional shares. Upon exercise, Optionee shall make appropriate arrangements and shall be responsible for the withholding of any federal and state taxes then due.

4. Cessation of Employment. Except as provided in Paragraphs 2 and 5 hereof, if Optionee shall cease to be employed by the Bank or a subsidiary corporation for any reason other than Optionee's death or disability (as defined in Section 105(d)(4) of the Internal Revenue Code of 1986, as amended from time to time), this option shall expire 90 days thereafter. During the three-month period this option shall be exercisable only as to those installments, if any, which had accrued as of the date when the Optionee ceased to be employed by the Bank or the subsidiary corporation.

5. Termination of Employment for Cause. If Optionee's employment by the Bank or a subsidiary corporation is terminated for cause, this option shall expire immediately, unless reinstated by the Board of Directors within thirty days (30) days of such termination by given written notice of such reinstatement to Optionee at his last known address. In the event of such reinstatement, Optionee may exercise this option only to such extent, for such time, and upon such terms and conditions as if Optionee had ceased to be employed by the Bank or a subsidiary corporation upon the date of such termination for a reason other than cause, death or disability. Termination for cause shall, include but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of illegal activity in connection therewith.

6. Nontransferability; Death of Optionee. This option shall not be transferable except by Will or by the laws of descent and distribution and shall be exercisable during Optionee's lifetime only by Optionee. If Optionee dies while employed by the Bank or a subsidiary corporation, or during the 90 day period referred to in Paragraph 4 hereof, this option shall expire one (1) year after the date of Optionee's

death or on the day specified in Paragraph 2 hereof, whichever is earlier. After Optionee's death but before such expiration, the persons to whom Optionee's rights under this option shall have passed by Will or by the applicable laws of descent and distribution or the executor or administrator of Optionee's estate shall have the right to exercise this option as to those shares for which installments had accrued under Paragraph 2 hereof as of the date on which Optionee ceased to be employed by the Bank or a subsidiary corporation. If the Optionee shall terminate employment because of disability (as defined in Section 105(d)(4) of the Internal Revenue Code of 1986, as amended from time to time), the Optionee may exercise this option to the extent he or she is entitled to do so at the date of termination, at any time Within one year of the date of termination, but in no event later than the expiration date in paragraph 2.

7. Employment. This Agreement shall not obligate the Bank or a subsidiary corporation to employ Optionee for any period, nor shall it interfere in any way with the right of the Bank or a subsidiary corporation to reduce Optionee's compensation.

8. Privileges of Stock Ownership. Optionee shall have no rights as a stockholder with respect to the Bank's stock subject to this option until the date of issuance of stock certificates to Optionee. Except as provided in the Plan, no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificates are issued.

9. Modification and Termination by Board of Directors. The rights of Optionee are subject to modification and termination upon the occurrence of certain events as provided in Sections 13 and 14 of the Plan.

10. Notification of Sale. Optionee agrees that Optionee, or any person acquiring shares upon exercise of this option, will notify the Bank not more than five (5) days after any sale or other disposition of such shares. No shares issuable upon the exercise of this option shall be issued and delivered unless and until all applicable requirements Of California and federal law pertaining to the issuance and sale of such shares, and all applicable listing requirements of the securities exchanges, if any, on which shares of the Bank of the same class are then listed shall have been complied with.

11. Notices. Any notice to the Bank provided for in this Agreement shall be addressed to it in care of its President or Cashier at its main office and any notice to Optionee shall be addressed to Optionee's address on file with the Bank or a subsidiary corporation, or to such other address as either

may designate to the other in writing. Any notice shall be deemed to be duly given if and when enclosed in a properly sealed envelope and addressed as stated above and deposited, postage prepaid, with the United States Postal Service. In lieu of giving notice by mail as aforesaid, any written notice under this Agreement may be given to Optionee in person, and to the Bank by personal delivery to its President or Cashier.

12. Incentive Stock Option. This Stock Option Agreement is intended to be an Incentive Stock Option Agreement as defined in Section 422A of the Internal Revenue Code of 1986, as amended from time to time.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

OPTIONEE                                PLUMAS BANK


By  /s/ DOUGLAS N. BIDDLE               By  /s/ JERRY V. KEHR
    -------------------------              -------------------------------------
    Douglas N. Biddle                      Jerry V. Kehr, Chairman of the Board



                                        By  /s/ ROBERT SCHOENSEE
                                           -------------------------------------
                                            Robert Schoensee, Vice Chairman
                                            Of the Board

FIRST AMENDMENT TO THE PLUMAS BANK
1991 STOCK OPTION AGREEMENT

This First Amendment to the Plumas Bank 1991 Stock Option Agreement is entered into by and between Douglas Biddle ("Optionee") and Plumas Bank on December 5, 2000 for the purpose of amending the option agreement ("Option") by and between Optionee and Plumas Bank entered into on August 21, 1991.

WHEREAS, the Plumas Bank 1991 Stock Option Plan ("1991 Plan") previously only allowed for stock option exercises by the payment of cash, and has since been amended to allow the exercise of stock options by the delivery of existing shares of Plumas Bank stock held by the option.

NOW, THEREFORE, the Optionee and the Bank agree to the amendment of the Option as follows:

1. AMENDMENT OF SECTION 3. The first sentence in Section 3 shall be amended in the entirety to read as follows:

This option may be exercised by written notice delivered to the Bank stating the number of shares with respect to which this option is being exercised, together with the purchase price in cash or subject to applicable law, with Bank common stock previously acquired by the optionee and held by the optionee for a period of at least six months.

2. AMENDMENT OF SECTION 3. A new sentence shall be added after the sentence in the aforementioned amendment to read in the entirety as follows:

The equivalent dollar value of shares used to effect a purchase shall be the fair market value of the shares on the date of the exercise.

PLUMAS BANK                                        OPTIONEE

/s/ W. E. ELLIOTT                                 /s/ DOUGLAS BIDDLE
------------------------------------               ----------------------------
William E. Elliott,                                Douglas N. Biddle
President & CEO

Exhibit 10.6

EXECUTIVE SALARY CONTINUATION AGREEMENT

This Agreement is made and entered into this 2nd day of June, 1994, by and between Plumas Bank, a corporation organized under the laws of the state of California (the "Employer"), and Douglas N. Biddle, an individual residing in the state of California (hereinafter referred to as the "Executive").

RECITALS

WHEREAS, the Executive is an employee of the Employer and is serving as its Senior Vice President/Chief Administrative Officer and Cashier;

WHEREAS, the Executive's experience and knowledge of the affairs of the Employer and the banking industry are extensive and valuable;

WHEREAS, it is deemed to be in the best interests of the Employer to provide the Executive with certain salary continuation benefits, on the terms and conditions set forth herein, in order to reasonably induce the Executive to remain in the Employer's employment; and

WHEREAS, the Executive and the Employer wish to specify in writing the terms and conditions upon which this additional compensatory incentive will be provided to the Executive, or to the Executive's spouse or the Executive's designated beneficiaries, as the case may be;

NOW, THEREFORE, in consideration of the services to be performed in the future, as well as the mutual promises and covenants contained herein, the Executive and the Employer agree as follows:

AGREEMENT

1. TERMS AND DEFINITIONS.

1.1. ADMINISTRATOR. The Employer shall be the "Administrator" and, solely for the purposes of ERISA, the "fiduciary" of this Agreement where a fiduciary is required by ERISA.

1.2. ANNUAL BENEFIT. The term "Annual Benefit" shall mean an annual sum of Forty-Five Thousand Dollars ($45,000) multiplied by the Applicable Percentage (defined below) and then reduced to the extent required: (i) under the other provisions of this Agreement; (ii) by reason of the lawful order of any regulatory agency or body having jurisdiction over the Employer; and (iii) in order for the Employer to properly comply with any and all applicable state and federal laws, including, but not limited to, income, employment and disability income tax laws (e.g., FICA, FUTA, SDI).

1.3. APPLICABLE PERCENTAGE. The term "Applicable Percentage" shall mean that percentage listed on Schedule "A" attached hereto which is adjacent to the number of complete years (with a "year" being the performance of personal services for or on behalf of the Employer as an employee for a period of 365 days) which have elapsed starting from the Effective Date of this Agreement and ending on the date payments are to first begin under the terms of this Agreement. In the event that Executive's employment with Employer is terminated other than by reason of death, disability, Retirement or voluntary termination on the part of Executive, Executive shall be deemed for purposes of determining the number of complete years to have completed a year of service in its entirety for any partial year of service after the last anniversary date of the Effective Date during which the Executive's employment is terminated.

1.4. BENEFICIARY. The term "beneficiary" or "designated beneficiary" shall mean the person or persons whom the Executive shall designate in a valid Beneficiary Designation, a copy of which is attached hereto as Exhibit "B", to receive the benefits provided hereunder. A Beneficiary Designation shall be valid only if it is in the form attached hereto and made a part hereof and is received by the Administrator prior to the Executive's death.

1.5 THE CODE. The "Code" shall mean the Internal Revenue code of 1986, as amended ( the "Code").

1.6. DISABILITY/DISABLED. The term "Disability" or "Disabled" shall have the same meaning given such term in the principal disability insurance policy covering the Executive, which is incorporated herein by reference. In the event the Executive is not covered by a disability policy containing a definition of "Disability" or "Disabled," these terms shall mean an illness or incapacity which, having continued for a period of one hundred and eighty (180) consecutive days, prevents the Executive from adequately performing the Executive's regular employment duties. The determination of whether the Executive is Disabled shall be made by an independent physician selected by mutual agreement of the parties.

1.7. EARLY RETIREMENT DATE. The term "Early Retirement Date" shall mean the Retirement (as defined below) of the Executive on a date which occurs after the date upon which the Executive has, measured in the aggregate and from the date of this Agreement to the date of the Executive's Retirement, been employed by the Employer for no less than nineteen (19) years.

1.8. EFFECTIVE DATE. The term "Effective Date" shall mean the date upon which this Agreement was entered into by the parties, as first written above.

1.9. ERISA. The term "ERISA" shall mean the Retirement Income-security Act of 1974, as amended.

1.10. PLAN YEAR. The term "Plan Year" shall mean the Employer's calendar year.

1.11. RETIREMENT. The term "Retirement" or "Retires" shall refer to the date which the Executive acknowledges -in writing to Employer to be the last day he will provide any significant personal services, whether as an employee, director or independent consultant or contractor, to Employer or to, for, or on behalf of, any other business entity conducting, performing or making available to any person or entity banking or other financial services of any kind. For purposes of this Agreement, the phrase "significant personal services" shall mean more than ten (10) hours of personal services rendered to one or more individuals or entities in any thirty (30) day period.

1.12. SURVIVING SPOUSE. The term "Surviving Spouse" shall mean the person, if any, who shall be legally married to the Executive on the date of the Executive's death.

2. SCOPE. PURPOSE AND EFFECT.

2.1. CONTRACT OF EMPLOYMENT. Although this Agreement is intended to provide the Executive with an additional incentive to remain in the employ of the Employer, this Agreement shall not be deemed to constitute a contract of employment between the Executive and the Employer nor shall any provision of this Agreement restrict or expand the right of the Employer to terminate the Executive's employment. This Agreement shall have no impact or effect upon any separate written Employment Agreement which the Executive may have with the Employer, it being the parties' intention and agreement that unless this Agreement is specifically referenced in said Employment Agreement (or any modification thereto), this Agreement (and the Employer's obligations hereunder) shall stand separate and apart and shall have no effect upon, nor be affected by, the terms and provisions of said Employment Agreement.

2.2. FRINGE BENEFIT. The benefits provided by this Agreement are granted by the Employer as a fringe benefit to the Executive and are not a part of any salary reduction plan or any arrangement deferring a bonus or a salary increase. The Executive has no option to take any current payments or bonus in lieu of the benefits provided by this Agreement.

3. PAYMENTS UPON OR AFTER RETIREMENT.

3.1. PAYMENTS UPON RETIREMENT. If the Executive shall remain in the continuous employment of the Employer until attaining sixty-five (65) years of age, the Executive shall be entitled to be paid the Annual Benefit, as defined above, for a period of fifteen (15) years, in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Executive Retires or upon such later date as may be mutually agreed upon by the Executive and the Employer in advance of said Retirement date. At the Employer's sole and absolute discretion, the Employer may increase the Annual Benefit as and when the Employer determines the same to be appropriate in order to reflect a substantial change in the cost of living. Notwithstanding anything contained herein to the contrary, the Employer shall have no obligation hereunder to make any such cost-of-living adjustment.

3.2. PAYMENTS IN THE EVENT OF DEATH AFTER RETIREMENT. The Employer agrees that if the Executive Retires, but shall die before receiving all of the One Hundred Eighty (180) monthly payments described in paragraph 3.1 above, the Employer will make the remaining monthly payments, undiminished and on the same schedule as if the Executive had not died, to the Executive's designated beneficiary. If a valid Beneficiary Designation is not in effect, then the remaining amounts due to the Executive under the term of this Agreement shall be paid to the Executive's Surviving Spouse. If the Executive leaves no Surviving Spouse, the remaining amounts due to the Executive under the terms of this Agreement shall be paid to the duly qualified personal representative, executor or administrator of the Executive's estate.

4. PAYMENTS IN THE EVENT DEATH OR DISABILITY OCCURS PRIOR TO RETIREMENT.

4.1 PAYMENTS IN THE EVENT OF DEATH PRIOR TO RETIREMENT. In the event the Executive should die while actively employed by the Employer at any time after the Effective Date of this Agreement, but prior to attaining sixty (60) years of age or if the Executive chooses to work after attaining Sixty
(60) years of age, but dies before Retirement, the Employer agrees to pay the Annual Benefit for a period of fifteen (15) years in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first of each month beginning with the month following Executive's death, to the Executive's designated beneficiary with the Applicable Percentage determined by the applicable years of service, including years of service with Employer prior to execution of this Agreement, at the time of death, as set forth on Schedule "A". If a valid Beneficiary Designation is not in effect, then the amounts due to the Executive under the terms of this Agreement shall be paid to the Executive's Surviving Spouse as set forth above. If the Executive leaves no Surviving Spouse, the amounts due to the Executive under the terms of this Agreement shall be paid to the duly qualified personal representative, executor or administrator of the Executive's estate as set forth above.

4.2. PAYMENTS IN THE EVENT OF DISABILITY PRIOR TO RETIREMENT. In the event the Executive becomes Disabled while actively employed by the Employer at any time after the date of this Agreement but prior to Retirement, the Executive shall:
(i) continue to be treated during such period of Disability as being gainfully employed by the Employer but shall not add applicable years of service for the purpose of determining the Annual Benefit; and (ii) be entitled to be paid the Annual Benefit, as set forth on Schedule "A", for fifteen (15) years, as determined by the applicable years of service at the time of disability, as defined above, in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the earlier of (1) the month in which the Executive attains sixty-five
(65) years of age; or (2) the date upon which the Executive is no longer entitled to receive Disability benefits under the Executive's principal Disability insurance policy and does not, at such time, return to and thereafter fulfill the responsibilities associated with the employment position held

4.2. PAYMENTS IN THE EVENT OF DISABILITY PRIOR TO RETIREMENT. (CONTINUED) with the Employer prior to becoming Disabled by reason of such Disability continuing. Notwithstanding the foregoing, in the event Executive should die while actively or gainfully employed by the Employer at any time after the Effective Date of this Agreement and prior to attaining the age of sixty-five (65) years of age, the payments provided in Paragraph 4.1 shall be paid in lieu of the payments provided in this Paragraph 4.2, provided that Executive or his legal representative shall have not elected to take the benefits provided by Paragraph 5.

5. PAYMENTS IN THE EVENT EMPLOYMENT IS TERMINATED OTHER THAN BY DEATH, DISABILITY, OR RETIREMENT. As indicated in Paragraph 2 above, the Employer reserves the right to terminate the Executive's employment, with or without cause but subject to any written employment agreement which may then exist, at any time prior to the Executive's Retirement. In the event that the employment of the Executive shall be terminated, for any reason, including voluntary termination by the Executive, but other than by reason of Disability except as provided in Paragraph 4.2, death or Retirement, the Executive or his legal representative shall be entitled to be paid the Annual Benefit for a period of fifteen (15) years, as determined by the applicable years of service at the time of the Executive's termination of employment with the Employer, in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Executive attains sixty-five (65) years of age or, if earlier, beginning with the month following the Executive's death.

6. PAYMENTS IN THE EXECUTIVE ELECTS EARLY RETIREMENT. The Executive shall have the right to elect to receive the Annual Benefit prior to attaining sixty-five
(65) years of age if he chooses to Retire on a date which constitutes an Early Retirement Date as defined in subparagraph 1.7 above. In the event the Executive elects to Retire on a date which constitutes an Early Retirement Date, the Executive shall be entitled to be paid the Annual Benefit for a period of fifteen (15) years, as set forth on Schedule "A" and determined by the applicable years of service at the time of early retirement, as defined above, in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Early Retirement Date occurs.

7. RIGHT TO DETERMINE FUNDING METHODS. The Employer reserves the right to determine, in its sole and absolute discretion, whether, to what extent and by what method, if any, to provide for the payment of the amounts which may be payable to the Executive, the Executive's spouse or the Executive's beneficiaries under the terms of this Agreement. In the event that the Employer elects to fund this Agreement, in whole or in part, through the use of life insurance or annuities, or both, the Employer shall determine the ownership and beneficial interests of any such policy of life insurance or annuity. The Employer further reserves the right, in its sole and absolute discretion, to terminate any such policy, and any other device used to fund its obligations under this Agreement, at any time, in whole or in part. Consistent with Paragraph 9 below, neither

7. RIGHT TO DETERMINE FUNDING METHODS. (CONTINUED)

the Executive, the Executive's spouse nor the Executive's beneficiaries shall have any right, title or interest in or to any funding source or amount utilized by the Employer pursuant to this Agreement, and any such funding source or amount shall not, constitute security for the performance of the Employer's obligations pursuant to this Agreement. In connection with the foregoing, the Executive agrees to execute such documents and undergo such medical examinations or tests which the Employer may request and which may be reasonably necessary to facilitate any funding for this Agreement including, without limitation the Employer's acquisition of any policy of insurance or annuity. Furthermore, a refusal by the Executive to consent to participate in and undergo any such medical examinations or tests shall result in the immediate termination of this Agreement and the immediate forfeiture by the Executive, the Executive's spouse and the Executive's beneficiaries of any and all rights to payment hereunder.

8. CLAIMS PROCEDURE. The Employer shall, but only to the extent necessary to comply with ERISA, be designated as the named fiduciary under this Agreement and shall have authority to control and manage the operation and administration of this Agreement. Consistent therewith, the Employer shall make all determinations as to the rights to benefits under this Agreement. Any decision by the Employer denying a claim by the Executive, the Executive's spouse, or the Executive's beneficiary for benefits under this Agreement shall be stated in writing and delivered or mailed, via registered or certified mail, to the Executive, the Executive's spouse or the Executive's beneficiary, as the case may be. Such decision shall set forth the specific reasons for the denial of a claim. In addition, the Employer shall provide the Executive, the Executive's spouse or the Executive's beneficiary with a reasonable opportunity for a full and fair review of the decision denying such claim.

9. STATUS OF AN UNSECURED GENERAL CREDITOR. Notwithstanding anything contained herein to the contrary: (i) neither the Executive, the Executive's spouse and the Executive's beneficiary shall have any legal or equitable rights, interests or claims in or to any specific property or assets of the Employer; (ii) none of the Employer's assets shall be held in or under any trust for the benefit of the Executive, the Executive's spouse or the Executive's beneficiary or held in any way as security for the fulfillment of the obligations of the Employer under this Agreement; (iii) all of the Employer's assets shall be and remain the general unpledged and unrestricted assets of the Employer; (iv) the Employer's obligation under this Agreement shall be that of an unfunded and unsecured promise by the Employer to pay money in the future; and (v) the Executive, the Executive's spouse and the Executive's beneficiary shall be unsecured general creditors with respect to any benefits which may be payable under the terms of this Agreement.

10. COVENANT NOT TO INTERFERE. The Executive agrees not to take any action which prevents the Employer from collecting the proceeds of any life insurance policy which the Employer may happen to own at the time of the Executive's death and of which the Employer is the designated beneficiary.

11. MISCELLANEOUS.

11.1 OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL. The Executive acknowledge that he has been afforded the opportunity to consult with independent counsel of his choosing regarding both the benefits granted to him under the terms of this Agreement and the terms and conditions which may affect the Executive's right to these benefits. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions.

11.2. ARBITRATION OF DISPUTES. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 111 pine Street, suite 710, in San Francisco, California. In the event JAMS is unable or unwilling to conduct the arbitration provided for under the terms of this Paragraph, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 417 Montgomery Street, in San Francisco, California, shall conduct the binding arbitration referred to in this Paragraph. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. The arbitration shall be subject to such rules of procedure used or established by JAMS, or if there are none, the rules of procedure used or established by AAA. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Quincy, California, unless otherwise agreed to by the parties.

11.3. ATTORNEYS' FEES. In the event of any arbitration or litigation concerning any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach hereof, or the interpretation hereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorneys' fees and costs incurred in connection therewith or in the enforcement or collection of any judgment or award rendered therein. The "prevailing party" means the party determined by the arbitrator(s) or court, as the case may be, to have most nearly prevailed, even if such party did not prevail in all matters, not necessarily the one in whose favor a judgment is rendered.

11.4. NOTICE. Any notice required or permitted of either the Executive or the Employer under this Agreement shall be deemed to have been duly given, if by personal delivery upon the date received by the party or its authorized representative. If by facsimile, upon transmission to a telephone number previously provided by the party to whom the facsimile is transmitted as reflected in the records of the party transmitting the facsimile and upon reasonable confirmation of such transmission. and if by mail, on the third day after mailing via U.S. first class mail, registered or certified, postage prepaid and return receipt requested, and addressed to the party at the address given below for the receipt of notices, or such changed address as may be requested in writing by a party.

If to the Employer:

Plumas Bank
P.O. Box 10150 Quincy, California 95971 Attn: Mr. Jerry V. Kehr

If to the Executive:

Douglas N. Biddle
550 Hillside Drive
Quincy, California 95971

11.5. ASSIGNMENT. Neither the Executive, the Executive's spouse, nor any other beneficiary under this Agreement shall have any power or right to transfer, assign, hypothecate, modify or otherwise encumber any part or all of the amounts payable hereunder, nor, prior to payment in accordance with the terms of this Agreement, shall any portion of such amounts be: (i) subject to seizure by any creditor of any such beneficiary, by a proceeding at law or in equity, for the payment of any debts, judgments, alimony or separate maintenance obligations which may be owed by the Executive, the Executive's spouse, or any designated beneficiary; or (ii) transferable by operation of law in the event of bankruptcy, insolvency or otherwise. Any such attempted assignment or transfer shall be void and shall terminate this Agreement, and the Employer shall thereupon have no further liability hereunder.

11.6. BINDING EFFECT/MERGER OR REORGANIZATION. This Agreement shall be binding upon and inure to the benefit of the Executive and the Employer and, as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns. Accordingly, the Employer shall not merge or consolidate into or with another corporation, or reorganize or sell substantially all of its assets to another corporation, firm or person, unless and until such succeeding or continuing corporation, firm or person agrees to assume and discharge the obligations of the Employer under this Agreement. Upon the occurrence of such event, the term "Employer" as used in this Agreement shall be deemed to refer to such surviving or successor firm, person, entity or corporation.

11.7. NONWAIVER. The failure of either party to enforce at any time or for any period of time anyone or more of the terms or conditions of this Agreement shall not be a waiver of such term(s) or condition(s) or of that party's right thereafter to enforce each and every term and condition of this Agreement.

11.8. PARTIAL INVALIDITY. If any term, provision covenant or condition of this Agreement is determined by a~ arbitrator or a court, as the case may be, to be invalid, void, or unenforceable, such determination shall not render any other term, provision, covenant or condition invalid, void or unenforceable, and the Agreement shall remain in full force and effect notwithstanding such partial invalidity.

11.9. ENTIRE AGREEMENT. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter of this Agreement and contains all of the covenants and agreements between the parties with respect thereto. Each party to this Agreement acknowledges that no other representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not set forth herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding on either party.

11.10. MODIFICATIONS. Any modification of this Agreement shall be effective only if it is in writing and signed by each party or such party's authorized representative.

11.11. PARAGRAPH HEADINGS. The paragraph headings used in this Agreement are included solely for the convenience of the parties and shall not affect or be used in connection with the interpretation of this Agreement.

11.12. NO STRICT CONSTRUCTION. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction, will be applied against any person.

11.13. GOVERNING LAW. The laws of the state of California, other than those laws denominated choice of law rules, and, where applicable, the rules and regulations of: (i) the California Superintendent of Banks; (ii) the Board of Governors of the Federal Reserve System; (iii) the Federal Deposit Insurance corporation; or (iv) any other regulatory agency or governmental authority having jurisdiction over the Employer, shall govern the validity, interpretation, construction and effect of this Agreement.

IN WITNESS WHEREOF, the Employer and the Executive have executed this Agreement on the date first above-written in the City of Quincy, Plumas County, California.

THE EMPLOYER:                                     THE EXECUTIVE:


PLUMAS BANK, a California Corporation

By:  /s/ JERRY V. KEHR                            /s/ D.N. BIDDLE
     -----------------                            ------------------------

JERRY V. KEHR                                     DOUGLAS N. BIDDLE
Chairman of the Board


    /s/ ROBERT SCHOENSEE
    --------------------
    ROBERT SCHOENSEE
    VICE-CHAIRMAN OF THE BOARD

NUMBER OF COMPLETE
YEARS WHICH HAVE ELAPSED                  APPLICABLE PERCENTAGE
------------------------                  ---------------------
1 ............................................            4.74%

2 ............................................            9.48%

3 ............................................           14.22%

4 ............................................           18.96%

5 ............................................           23.70%

6 ............................................           28.44%

7 ............................................           33.18%

8 ............................................           38.08%

9 ............................................           42.66%

10 ...........................................           47.40%

11 ...........................................           52.14%

12 ...........................................           56.88%

13 ...........................................           61.62%

14 ...........................................           66.36%

15 ...........................................           71.10%

16 ...........................................           75.84%

17 ...........................................           80.58%

18 ...........................................           85.32%

19 (early retirement age - 60)................           90.06%

20 ...........................................           92.06%

21 ...........................................           94.06%

22 ...........................................           96.06%

23 ...........................................           98.06%

24 or more....................................          100.00%

FIRST AMENDMENT
TO THE
EXECUTIVE SALARY CONTINUATION AGREEMENT FOR
WILLIAM E. ELLIOTT

THIS AMENDMENT is made this 16th day of February, 2000, by and between PLUMAS BANK, a corporation organized under the laws of the State of California (the "Employer") and DOUGLAS N. BIDDLE (the "Executive").

On June 2, 1994, the Employer and the Executive executed an Executive Salary Continuation Agreement (the "Agreement"). The undersigned hereby amends, in part, said Agreement to provide the Executive with an additional benefit which will increase the Annual Benefit from $45,000 to $62,000 and to provide for a change of control benefit and a limit under 280G of the Internal Revenue Code of 1986, as amended. Therefore, it is necessary to amend the following sections:

Article 1.2 shall be deleted in its entirety and the following new Article 1.2 shall be added to the Agreement as follows:

1.2 Annual Benefit. The term "Annual Benefit" shall mean an annual sum of Sixty-Two Thousand Dollars ($62,000) multiplied by the Applicable Percentage (defined below) and then reduced to the extent required: (i) under the other provisions of this Agreement; (ii) by reason of the lawful order of any regulatory agency or body having jurisdiction over the Employer; and (iii) in order for the Employer to properly comply with any and all applicable state and federal laws, including, but not limited to, income, employment and disability income tax laws (e.g., FICA, FUTA, SDI).

ARTICLE 5 SHALL BE DELETED IN ITS ENTIRETY AND THE FOLLOWING NEW ARTICLES 5.1 AND 5.2 SHALL BE ADDED TO THE AGREEMENT AS FOLLOWS:

5.1. PAYMENTS IN THE EVENT EMPLOYMENT IS TERMINATED OTHER THAN BY DEATH, DISABILITY, RETIREMENT OR A CHANGE OF CONTROL OF THE EMPLOYER.

As indicated in Paragraph 2 above, the Employer reserves the right to terminate the Executive's employment, with or without cause but subject to any written employment agreement which may then exist, at any time prior to the Executive's Retirement. In the event that the employment of the Executive shall be terminated, for any reason, including voluntary termination by the Executive, but other than by reason of Disability except as provided in Paragraph 4.2, death, Retirement or a change of control of the Employer as set forth in Paragraph 5.2, the Executive or his legal representative shall be entitled to be paid the Annual Benefit, as set forth in Schedule "A" for a period of fifteen
(15) years, as determined by the applicable years of service at the time of the Executive's termination of employment with the Employer, in One Hundred Eighty
(180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Executive terminates employment and attains sixty-five (65) years of age or, if earlier, beginning with the month following the Executive's death.

5.2 TERMINATION OF EMPLOYMENT IN THE EVENT OF A CHANGE OF CONTROL.

A "Terminating Event" shall be defined as anyone of the following events: (i) merger or consolidation of the Employer where the Employer's shareholders immediately prior to the merger or consolidation will not own at least a majority of the outstanding voting shares of the Employer (or Employer's successor, if the Employer is not the surviving entity in the merger or consolidation) immediately after such merger or consolidation, (ii) a transfer of a controlling interest of the Employer (consisting of at least a majority of the outstanding voting shares of the Employer) to another corporation, individual or individuals acting in concert, or (iii) a sale or transfer of substantially all of the assets of the Employer to another entity.

In the event the Executive's employment terminates with the Employer or Employer's successor within five years of a Terminating Event and the Executive gives written notice to the Employer or Employer's successor within 30 calendar days of such termination of employment that the termination is for the reason that a Terminating Event has occurred, the Executive shall be entitled to be paid the Annual Benefit with the Applicable Percentage equal to 100%, for a period of fifteen (15) years, in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Executive's employment is terminated.

The Executive and Employer acknowledge that limitations on deductibility of the Annual Benefit for federal income tax purposes may be imposed under, but not limited to Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), and any successor to Section 280G of the Code. The increase in the Applicable Percentage pursuant to the application of this Paragraph 5.2 shall be limited to such increase in the Applicable Percentage (which increase shall not result in the Applicable Percentage being greater than 100%) that results in the greatest amount of the Annual Benefit that is deductible by the Employer for federal income tax purposes after taking into account all other compensation payments to or for the benefit of the Executive that are included in determining the deductibility of such payments under Section 280G of the Code or any successor to Section 280G of the Code. In the event that prior to the application of this Paragraph 5.2, all other compensation payments to or for the benefit of Executive results in the limitation of the deductibility by Employer of such payments under Section 280G or any successor to Section 280G of the Code, then this Paragraph 5.2 shall not be applicable.

In Witness whereof, the "Executive and the Employer have signed this Agreement".

EXECUTIVE:                               EMPLOYER:

                                         PLUMAS BANK


s/s  D.N. BIDDLE                         By  s/s JERRY V. KEHR
-----------------------                      -----------------
     DOUGLAS N. BIDDLE                   Title Chairman of Board

EXHIBIT 10.7

ADDENDUM A

PLUMAS BANK

SPLIT DOLLAR AGREEMENT

THIS AGREEMENT is made and entered into this 24th day of January, 2002, by and between PLUMAS BANK, a corporation organized under the laws of the State of California located in Quincy, California (the "Employer"), and DOUGLAS N. BIDDLE (the "Executive"). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith, or as subsequently amended, by and between the aforementioned parties.

INTRODUCTION

To encourage the Executive to remain an employee of the Employer, the Employer is willing to divide the death proceeds of a life insurance policy on the Executive's life. The Employer will pay life insurance premiums from its general assets.

ARTICLE 1

GENERAL DEFINITIONS

The following terms shall have the meanings specified:

1.1 "Insurer" means Alexander Hamilton Life Insurance Company.

1.2 "Policy" means insurance policy no. 8795333 issued by the Insurer.

1.3 "Insured" means the Executive.

1.4 "Normal Retirement Age" means the Executive's 65th birthday.

1.5 "Termination of Employment" means the Executive ceasing to be employed by the Employer for any reason whatsoever, other than by reason of an approved leave of absence. For purposes of this Agreement, if there is a dispute over the employment status of the Executive or the date of the Executive's Termination of Employment, the Employer shall have the sole and absolute right to determine the termination date.

ARTICLE 2
POLICY OWNERSHIP/INTERESTS

2.1 Employer Ownership. The Employer is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Employer shall be the beneficiary of the death proceeds remaining after the Executive's interest has been paid pursuant to Article 2.2 below.

2.2 Executive's Interest. The Executive shall have the right to designate the beneficiary of death proceeds of the Policy in the amount of $457,346. The Executive shall also have the right to elect and change settlement options that may be permitted. However, the Executive, the Executive's transferee or the Executive's beneficiary shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in this section 2.2 if the Executive ceases to be employed by the Employer for any reason whatsoever prior to Normal Retirement Age (other than by reason of a leave of absence which is approved by the Employer) and has received or had the opportunity to receive any benefit under the Executive Salary Continuation Agreement dated June 2, 1994, and a first Amendment thereto of even date herewith, between the Employer and the Executive (collectively the "Salary Continuation Agreement").

2.3 Option to Purchase. The Employer shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the Executive or the Executive's transferee the option to purchase the Policy for a period of 60 days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy. This provision shall not impair the right of the Employer to terminate this Agreement.

ARTICLE 3
PREMIUMS

3.1 Premium Payment. The Employer shall pay any premiums due on the Policy.

3.2 Imputed Income. The Employer shall impute income to the Executive in an amount equal to the current term rate for the Executive's age multiplied by the aggregate death benefit payable to the Executive's beneficiary. The "current term rate" is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

3.3 Cash Payment. The Employer shall annually pay to the Executive an amount necessary to pay the federal and state income taxes attributable to the imputed income and to the additional cash payments under this section. In calculating the cash payments due from the Employer, the Employer shall use the Executive's actual marginal income tax bracket for the calendar year immediately preceding the payment to the Executive. In the event the Executive retires prior to the Normal Retirement Age or ceases to be employed by the Employer prior to such age, the cash payments shall cease as of the date of such occurrence.

ARTICLE 4
ASSIGNMENT

The Executive may assign without consideration all interests in the Policy and in this Agreement to any person, entity or trust. In the event the Executive transfers all of the Executive's interest in the Policy, then all of the Executive's interest in the Policy and in the Agreement shall be vested in the Executive's transferee, who shall be substituted as a party hereunder and the Executive shall have no further interest in the Policy or in this Agreement.

ARTICLE 5
INSURER

The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and

demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.

ARTICLE 6
CLAIMS PROCEDURE

6.1 Claims Procedure. The Employer shall notify any person or entity that makes a claim under this Agreement (the "Claimant") in writing, within 90 days of Claimant's written application for benefits, of his or her eligibility or ineligibility for benefits under this Agreement. If the Employer determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of this Agreement on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of this Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Employer determines that there are special circumstances requiring additional time to make a decision, the Employer shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90 days.

6.2 Review Procedure. If the Claimant is determined by the Employer not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Employer by filing a petition for review with the Employer within 60 days after receipt of the notice issued by the Employer. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Employer of the petition, the Employer shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Employer verbally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Employer shall notify the Claimant of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner to be understood by the Claimant and the specific provisions of this Agreement on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Employer, but notice of this deferral shall be given to the Claimant.

ARTICLE 7
AMENDMENTS AND TERMINATION

This Agreement may be amended or terminated only by a written agreement signed by the Employer and the Executive. However, unless otherwise agreed to by the Employer and the Executive, this Agreement will automatically terminate if the Executive ceases to be employed by the Employer for any reason whatsoever (other than by reason of a leave of absence which is approved by the Employer) and has received or had the opportunity to receive any benefit under the Salary Continuation Agreement.

ARTICLE 8
MISCELLANEOUS

8.1 Binding Effect. This Agreement shall bind the Executive and the Employer and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.

8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Employer, nor does it interfere with the Employer's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.

8.3 Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of California, except to the extent preempted by the laws of the United States of America.

8.4 Reorganization. The Employer shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Employer.

8.5 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Employer. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

8.6 Entire Agreement. This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.7 Administration. The Employer shall have powers which are necessary to administer this Agreement, including but not limited to:

(a) Interpreting the provisions of the Agreement;

(b) Establishing and revising the method of accounting for the Agreement;

(c) Maintaining a record of benefit payments; and

(d) Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

8.8 Named Fiduciary. The Employer shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

EXECUTIVE:                                 EMPLOYER:

                                           PLUMAS BANK


/S/ D.N. BIDDLE                            BY  /S/ JERRY V. KEHR
------------------------                   ---------------------------
    Douglas N. Biddle                      TITLE CHAIRMAN OF BOARD

ADDENDUM B

PLUMAS BANK

SPLIT DOLLAR AGREEMENT

THIS AGREEMENT is made and entered into this 24th day of January, 2002, by and between PLUMAS BANK, a corporation organized under the laws of the State of California located in Quincy, California (the "Employer"), and DOUGLAS N. BIDDLE (the "Executive"). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith, or as subsequently amended, by and between the aforementioned parties.

INTRODUCTION

To encourage the Executive to remain an employee of the Employer, the Employer is willing to divide the death proceeds of a life insurance policy on the Executive's life. The Employer will pay life insurance premiums from its general assets.

ARTICLE 1

GENERAL DEFINITIONS

The following terms shall have the meanings specified:

1.1 "Insurer" means Great-West Life & Annuity Insurance Company.

1.2 "Policy" means insurance policy no. 86000748 issued by the Insurer.

1.3 "Insured" means the Executive.

1.4 "Normal Retirement Age" means the Executive's 65th birthday.

1.5 "Termination of Employment" means the Executive ceasing to be employed by the Employer for any reason whatsoever, other than by reason of an approved leave of absence. For purposes of this Agreement, if there is a dispute over the employment status of the Executive or the date of the Executive's Termination of Employment, the Employer shall have the sole and absolute right to determine the termination date.

ARTICLE 2
POLICY OWNERSHIP/INTERESTS

2.1 Employer Ownership. The Employer is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Employer shall be the beneficiary of the death proceeds remaining after the Executive's interest has been paid pursuant to Article 2.2 below.

2.2 Executive's Interest. The Executive shall have the right to designate the beneficiary of death proceeds of the Policy in the amount of $100,000. The Executive shall also have the right to elect and change settlement options that may be permitted. However, the Executive, the Executive's transferee or the Executive's beneficiary shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in this section 2.2 if the Executive ceases to be employed by the Employer for any reason whatsoever prior to Normal Retirement Age (other than by reason of a leave of absence which is approved by the Employer) and has received or had the opportunity to receive any benefit under the Executive Salary Continuation Agreement dated June 2, 1994, and a first Amendment thereto of even date herewith, between the Employer and the Executive (collectively the "Salary Continuation Agreement").

2.3 Option to Purchase. The Employer shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the Executive or the Executive's transferee the option to purchase the Policy for a period of 60 days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy. This provision shall not impair the right of the Employer to terminate this Agreement.

ARTICLE 3
PREMIUMS

3.1 Premium Payment. The Employer shall pay any premiums due on the Policy.

3.2 Imputed Income. The Employer shall impute income to the Executive in an amount equal to the current term rate for the Executive's age multiplied by the aggregate death benefit payable to the Executive's beneficiary. The "current term rate" is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

3.3 Cash Payment. The Employer shall annually pay to the Executive an amount necessary to pay the federal and state income taxes attributable to the imputed income and to the additional cash payments under this section. In calculating the cash payments due from the Employer, the Employer shall use the Executive's actual marginal income tax bracket for the calendar year immediately preceding the payment to the Executive. In the event the Executive retires prior to the Normal Retirement Age or ceases to be employed by the Employer prior to such age, the cash payments shall cease as of the date of such occurrence.

ARTICLE 4
ASSIGNMENT

The Executive may assign without consideration all interests in the Policy and in this Agreement to any person, entity or trust. In the event the Executive transfers all of the Executive's interest in the Policy, then all of the Executive's interest in the Policy and in the Agreement shall be vested in the Executive's transferee, who shall be substituted as a party hereunder and the Executive shall have no further interest in the Policy or in this Agreement.

ARTICLE 5
INSURER

The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and

demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.

ARTICLE 6
CLAIMS PROCEDURE

6.1 Claims Procedure. The Employer shall notify any person or entity that makes a claim under this Agreement (the "Claimant") in writing, within 90 days of Claimant's written application for benefits, of his or her eligibility or ineligibility for benefits under this Agreement. If the Employer determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of this Agreement on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of this Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Employer determines that there are special circumstances requiring additional time to make a decision, the Employer shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90 days.

6.2 Review Procedure. If the Claimant is determined by the Employer not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Employer by filing a petition for review with the Employer within 60 days after receipt of the notice issued by the Employer. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Employer of the petition, the Employer shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Employer verbally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Employer shall notify the Claimant of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner to be understood by the Claimant and the specific provisions of this Agreement on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Employer, but notice of this deferral shall be given to the Claimant.

ARTICLE 7
AMENDMENTS AND TERMINATION

This Agreement may be amended or terminated only by a written agreement signed by the Employer and the Executive. However, unless otherwise agreed to by the Employer and the Executive, this Agreement will automatically terminate if the Executive ceases to be employed by the Employer for any reason whatsoever (other than by reason of a leave of absence which is approved by the Employer) and has received or had the opportunity to receive any benefit under the Salary Continuation Agreement.

ARTICLE 8
MISCELLANEOUS

8.1 Binding Effect. This Agreement shall bind the Executive and the Employer and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.

8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Employer, nor does it interfere with the Employer's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.

8.3 Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of California, except to the extent preempted by the laws of the United States of America.

8.4 Reorganization. The Employer shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Employer.

8.5 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Employer. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

8.6 Entire Agreement. This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.7 Administration. The Employer shall have powers which are necessary to administer this Agreement, including but not limited to:

(a) Interpreting the provisions of the Agreement;

(b) Establishing and revising the method of accounting for the Agreement;

(c) Maintaining a record of benefit payments; and

(d) Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

8.8 Named Fiduciary. The Employer shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

EXECUTIVE:                                    EMPLOYER:

                                              PLUMAS BANK

/S/ D.N. BIDDLE                               BY  /S/ JERRY V. KEHR
----------------------                        -------------------------
    D.N. BIDDLE                               TITLE  CHAIRMAN OF BOARD

EXHIBIT 10.8

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF THE BANK'S STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE BANK'S 1991 STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE SHAREHOLDERS OF THE BANK HOLDING NOT LESS THAN A MAJORITY OF THE OUTSTANDING SHARES OF THE BANK'S COMMON STOCK REPRESENTED AND VOTING AT A MEETING OF SHAREHOLDERS AND BY A MAJORITY OF THE DISINTERESTED SHARES REPRESENTED AND VOTING AT THE MEETING.

PLUMAS BANK
INCENTIVE STOCK OPTION AGREEMENT

This Incentive Stock Option Agreement dated the 18th day of November, 1998, entered into by and between Plumas Bank (the "Bank"), and Dennis C. Irvine ("Optionee");

WHEREAS, pursuant to the 1991 Stock Option Plan of the Bank (the "Plan"), a copy of which is hereto attached, the Board of Directors of the Bank (or the Stock Option Committee, if authorized by the Board of Directors) has authorized granting to Optionee, an Incentive Stock Option to purchase all or any part of Four Thousand Three Hundred Twenty (4,320) authorized but unissued shares of the Bank's Common Stock for cash at the price of Sixteen Dollars and Seventy-Three Cents ($16.73) per share, such option to be for the term AND upon the terms and conditions hereinafter stated;

NOW, THEREFORE, it is hereby agreed:

1. Grant of Option. Pursuant to said action of the Board of Directors (or the Stock Option Committee) and pursuant to authorizations granted by all appropriate regulatory and governmental agencies, the Bank hereby grants to Optionee the option to purchase, upon and subject to the terms and conditions of the Plan, as amended, which is incorporated in full herein by this reference, all or any part of Four Thousand Three Hundred Twenty (4,320) shares of the Bank's Common Stock (hereinafter called "stock") at the price of Sixteen Dollars and Seventy-three Cents ($16.73) per share, which price is not less than 100% of the fair market value of the stock (or not less than 110% of the fair market value for Optionee-shareholders who possess more than 10% of the Bank's stock) as of the date of action of the Board of Directors (or the Option Committee) granting this option.

2. Exercisability. This option shall be exercisable as to 864 on November 18, 1999, 864 on November 18, 2000, 864 on November 18, 2001, 864 on November 18, 2002, 864 on November 18, 2003. This option shall remain exercisable as to all of such shares until November 18, 2008 (but not later than ten (10) years from the date this option is granted) unless this option has expired or terminated

earlier in accordance with the provisions hereof. Shares as to which this option becomes exercisable pursuant to the foregoing provision may be purchased at any time prior to expiration of this option.

3. Exercise of Option. This option may be exercised by written notice delivered to the Bank stating the number of shares with respect to which this option is being exercised, together with cash in the amount of the purchase price of such shares. Not less than ten (10) shares may be purchased at any one time unless the number purchased is the total number which may be purchased under this option and in no event may the option be exercised with respect to fractional shares. Upon exercise, Optionee shall make appropriate arrangements and shall be responsible for the withholding of any federal and state taxes then due.

4. Cessation of Employment. Except as provided in Paragraphs 2 and 5 hereof, if Optionee shall cease to be employed by the Bank or a subsidiary corporation for any reason other than Optionee's death or disability (as defined in Section 105(d)(4) of the Internal Revenue Code of 1986, as amended from time to time), this option shall expire 90 days thereafter. During the three-month period this option shall be exercisable only as to those installments, if any, which had accrued as of the date when the Optionee ceased to be employed by the Bank or the subsidiary corporation.

5. Termination of Employment for Cause. If Optionee's employment by the Bank or a subsidiary corporation is terminated for cause, this option shall expire immediately, unless reinstated by the Board of Directors within thirty days (30) days of such termination by given written notice of such reinstatement to Optionee at his last known address. In the event of such reinstatement, Optionee may exercise this option only to such extent, for such time, and upon such terms and conditions as if Optionee had ceased to be employed by the Bank or a subsidiary corporation upon the date of such termination for a reason other than cause, death or disability. Termination for cause shall, include but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of illegal activity in connection therewith.

6. Nontransferability; Death of Optionee. This option shall not be transferable except by Will or by the laws of descent and distribution and shall be exercisable during Optionee's lifetime only by Optionee. If Optionee dies while employed by the Bank or a subsidiary corporation, or during the 90 day period referred to in Paragraph 4 hereof, this option shall expire one (1) year after the date of Optionee's

death or on the day specified in Paragraph 2 hereof, whichever is earlier. After Optionee's death but before such expiration, the persons to whom Optionee's rights under this option shall have passed by Will or by the applicable laws of descent and distribution or the executor or administrator of Optionee's estate shall have the right to exercise this option as to those shares for which installments had accrued under Paragraph 2 hereof as of the date on which Optionee ceased to be employed by the Bank or a subsidiary corporation. If the Optionee shall terminate employment because of disability (as defined in Section 105(d)(4) of the Internal Revenue Code of 1986, as amended from time to time), the Optionee may exercise this option to the extent he or she is entitled to do so at the date of termination, at any time Within one year of the date of termination, but in no event later than the expiration date in paragraph 2.

7. Employment. This Agreement shall not obligate the Bank or a subsidiary corporation to employ Optionee for any period, nor shall it interfere in any way with the right of the Bank or a subsidiary corporation to reduce Optionee's compensation.

8. Privileges of Stock Ownership. Optionee shall have no rights as a stockholder with respect to the Bank's stock subject to this option until the date of issuance of stock certificates to Optionee. Except as provided in the Plan, no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificates are issued.

9. Modification and Termination by Board of Directors. The rights of Optionee are subject to modification and termination upon the occurrence of certain events as provided in Sections 13 and 14 of the Plan.

10. Notification of Sale. Optionee agrees that Optionee, or any person acquiring shares upon exercise of this option, will notify the Bank not more than five (5) days after any sale or other disposition of such shares. No shares issuable upon the exercise of this option shall be issued and delivered unless and until all applicable requirements Of California and federal law pertaining to the issuance and sale of such shares, and all applicable listing requirements of the securities exchanges, if any, on which shares of the Bank of the same class are then listed shall have been complied with.

11. Notices. Any notice to the Bank provided for in this Agreement shall be addressed to it in care of its President or Cashier at its main office and any notice to Optionee shall be addressed to Optionee's address on file with the Bank or a subsidiary corporation, or to such other address as either

may designate to the other in writing. Any notice shall be deemed to be duly given if and when enclosed in a properly sealed envelope and addressed as stated above and deposited, postage prepaid, with the United States Postal Service. In lieu of giving notice by mail as aforesaid, any written notice under this Agreement may be given to Optionee in person, and to the Bank by personal delivery to its President or Cashier.

12. Incentive Stock Option. This Stock Option Agreement is intended to be an Incentive Stock Option Agreement as defined in Section 422A of the Internal Revenue Code of 1986, as amended from time to time.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

OPTIONEE                                PLUMAS BANK


By  /s/ DENNIS IRVINE                   By  /s/ JERRY V. KEHR
    -------------------------              -------------------------------------
    Dennis C. Irvine                       Jerry V. Kehr, Chairman of the Board



                                        By  /s/ ROBERT SCHOENSEE
                                           -------------------------------------
                                            Robert Schoensee, Vice Chairman
                                            Of the Board

FIRST AMENDMENT TO THE PLUMAS BANK
1991 STOCK OPTION AGREEMENT

This First Amendment to the Plumas Bank 1991 Stock Option Agreement is entered into by and between Dennis C. Irvine ("Optionee") and Plumas Bank on December 5, 2000 for the purpose of amending the option agreement ("Option") by and between Optionee and Plumas Bank entered into on August 21, 1991.

WHEREAS, the Plumas Bank 1991 Stock Option Plan ("1991 Plan") previously only allowed for stock option exercises by the payment of cash, and has since been amended to allow the exercise of stock options by the delivery of existing shares of Plumas Bank stock held by the option.

NOW, THEREFORE, the Optionee and the Bank agree to the amendment of the Option as follows:

1. AMENDMENT OF SECTION 3. The first sentence in Section 3 shall be amended in the entirety to read as follows:

This option may be exercised by written notice delivered to the Bank stating the number of shares with respect to which this option is being exercised, together with the purchase price in cash or subject to applicable law, with Bank common stock previously acquired by the optionee and held by the optionee for a period of at least six months.

2. AMENDMENT OF SECTION 3. A new sentence shall be added after the sentence in the aforementioned amendment to read in the entirety as follows:

The equivalent dollar value of shares used to effect a purchase shall be the fair market value of the shares on the date of the exercise.

PLUMAS BANK                                        OPTIONEE

/s/ W.E. ELLIOTT                                   /s/ DENNIS C. IRVINE
------------------------------------               ----------------------------
W.E. ELLIOTT, President & CEO                      DENNIS C. IRVINE

Exhibit 10.9

EXECUTIVE SALARY CONTINUATION AGREEMENT

This Agreement is made and entered into this 2nd day of June, 1994, by and between Plumas Bank, a corporation organized under the laws of the state of California (the "Employer"), and Dennis C. Irvine, an individual residing in the state of California (hereinafter referred to as the "Executive").

RECITALS

WHEREAS, the Executive is an employee of the Employer and is serving as its Senior Vice President and Loan Administrator;

WHEREAS, the Executive's experience and knowledge of the affairs of the Employer and the banking industry are extensive and valuable;

WHEREAS, it is deemed to be in the best interests of the Employer to provide the Executive with certain salary continuation benefits, on the terms and conditions set forth herein, in order to reasonably induce the Executive to remain in the Employer's employment; and

WHEREAS, the Executive and the Employer wish to specify in writing the terms and conditions upon which this additional compensatory incentive will be provided to the Executive, or to the Executive's spouse or the Executive's designated beneficiaries, as the case may be;

NOW, THEREFORE, in consideration of the services to be performed in the future, as well as the mutual promises and covenants contained herein, the Executive and the Employer agree as follows:

AGREEMENT

1. TERMS AND DEFINITIONS.

1.1. ADMINISTRATOR. The Employer shall be the "Administrator" and, solely for the purposes of ERISA, the "fiduciary" of this Agreement where a fiduciary is required by ERISA.

1.2. ANNUAL BENEFIT. The term "Annual Benefit" shall mean an annual sum of Forty-Five Thousand Dollars ($45,000) multiplied by the Applicable Percentage (defined below) and then reduced to the extent required: (i) under the other provisions of this Agreement; (ii) by reason of the lawful order of any regulatory agency or body having jurisdiction over the Employer; and (iii) in order for the Employer to properly comply with any and all applicable state and federal laws, including, but not limited to, income, employment and disability income tax laws (e.g., FICA, FUTA, SDI).

1.3. APPLICABLE PERCENTAGE. The term "Applicable Percentage" shall mean that percentage listed on Schedule "A" attached hereto which is adjacent to the number of complete years (with a "year" being the performance of personal services for or on behalf of the Employer as an employee for a period of 365 days) which have elapsed starting from the Effective Date of this Agreement and ending on the date payments are to first begin under the terms of this Agreement. In the event that Executive's employment with Employer is terminated other than by reason of death, disability, Retirement or voluntary termination on the part of Executive, Executive shall be deemed for purposes of determining the number of complete years to have completed a year of service in its entirety for any partial year of service after the last anniversary date of the Effective Date during which the Executive's employment is terminated.

1.4. BENEFICIARY. The term "beneficiary" or "designated beneficiary" shall mean the person or persons whom the Executive shall designate in a valid Beneficiary Designation, a copy of which is attached hereto as Exhibit "B", to receive the benefits provided hereunder. A Beneficiary Designation shall be valid only if it is in the form attached hereto and made a part hereof and is received by the Administrator prior to the Executive's death.

1.5 THE CODE. The "Code" shall mean the Internal Revenue code of 1986, as amended ( the "Code").

1.6. DISABILITY/DISABLED. The term "Disability" or "Disabled" shall have the same meaning given such term in the principal disability insurance policy covering the Executive, which is incorporated herein by reference. In the event the Executive is not covered by a disability policy containing a definition of "Disability" or "Disabled," these terms shall mean an illness or incapacity which, having continued for a period of one hundred and eighty (180) consecutive days, prevents the Executive from adequately performing the Executive's regular employment duties. The determination of whether the Executive is Disabled shall be made by an independent physician selected by mutual agreement of the parties.

1.7. EARLY RETIREMENT DATE. The term "Early Retirement Date" shall mean the Retirement (as defined below) of the Executive on a date which occurs after the date upon which the Executive has, measured in the aggregate and from the date of this Agreement to the date of the Executive's Retirement, been employed by the Employer for no less than thirteen (13) years.

1.8. EFFECTIVE DATE. The term "Effective Date" shall mean the date upon which this Agreement was entered into by the parties, as first written above.

1.9. ERISA. The term "ERISA" shall mean the Retirement Income-security Act of 1974, as amended.

1.10. PLAN YEAR. The term "Plan Year" shall mean the Employer's calendar year.

1.11. RETIREMENT. The term "Retirement" or "Retires" shall refer to the date which the Executive acknowledges -in writing to Employer to be the last day he will provide any significant personal services, whether as an employee, director or independent consultant or contractor, to Employer or to, for, or on behalf of, any other business entity conducting, performing or making available to any person or entity banking or other financial services of any kind. For purposes of this Agreement, the phrase "significant personal services" shall mean more than ten (10) hours of personal services rendered to one or more individuals or entities in any thirty (30) day period.

1.12. SURVIVING SPOUSE. The term "Surviving Spouse" shall mean the person, if any, who shall be legally married to the Executive on the date of the Executive's death.

2. SCOPE. PURPOSE AND EFFECT.

2.1. CONTRACT OF EMPLOYMENT. Although this Agreement is intended to provide the Executive with an additional incentive to remain in the employ of the Employer, this Agreement shall not be deemed to constitute a contract of employment between the Executive and the Employer nor shall any provision of this Agreement restrict or expand the right of the Employer to terminate the Executive's employment. This Agreement shall have no impact or effect upon any separate written Employment Agreement which the Executive may have with the Employer, it being the parties' intention and agreement that unless this Agreement is specifically referenced in said Employment Agreement (or any modification thereto), this Agreement (and the Employer's obligations hereunder) shall stand separate and apart and shall have no effect upon, nor be affected by, the terms and provisions of said Employment Agreement.

2.2. FRINGE BENEFIT. The benefits provided by this Agreement are granted by the Employer as a fringe benefit to the Executive and are not a part of any salary reduction plan or any arrangement deferring a bonus or a salary increase. The Executive has no option to take any current payments or bonus in lieu of the benefits provided by this Agreement.

3. PAYMENTS UPON OR AFTER RETIREMENT.

3.1. PAYMENTS UPON RETIREMENT. If the Executive shall remain in the continuous employment of the Employer until attaining sixty-five (65) years of age, the Executive shall be entitled to be paid the Annual Benefit, as defined above, for a period of fifteen (15) years, in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Executive Retires or upon such later date as may be mutually agreed upon by the Executive and the Employer in advance of said Retirement date. At the Employer's sole and absolute discretion, the Employer may increase the Annual Benefit as and when the Employer determines the same to be appropriate in order to reflect a substantial change in the cost of living. Notwithstanding anything contained herein to the contrary, the Employer shall have no obligation hereunder to make any such cost-of-living adjustment.

3.2. PAYMENTS IN THE EVENT OF DEATH AFTER RETIREMENT. The Employer agrees that if the Executive Retires, but shall die before receiving all of the One Hundred Eighty (180) monthly payments described in paragraph 3.1 above, the Employer will make the remaining monthly payments, undiminished and on the same schedule as if the Executive had not died, to the Executive's designated beneficiary. If a valid Beneficiary Designation is not in effect, then the remaining amounts due to the Executive under the term of this Agreement shall be paid to the Executive's Surviving Spouse. If the Executive leaves no Surviving Spouse, the remaining amounts due to the Executive under the terms of this Agreement shall be paid to the duly qualified personal representative, executor or administrator of the Executive's estate.

4. PAYMENTS IN THE EVENT DEATH OR DISABILITY OCCURS PRIOR TO RETIREMENT.

4.1 PAYMENTS IN THE EVENT OF DEATH PRIOR TO RETIREMENT. In the event the Executive should die while actively employed by the Employer at any time after the Effective Date of this Agreement, but prior to attaining sixty (60) years of age or if the Executive chooses to work after attaining Sixty
(60) years of age, but dies before Retirement, the Employer agrees to pay the Annual Benefit for a period of fifteen (15) years in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first of each month beginning with the month following Executive's death, to the Executive's designated beneficiary with the Applicable Percentage determined by the applicable years of service, including years of service with Employer prior to execution of this Agreement, at the time of death, as set forth on Schedule "A". If a valid Beneficiary Designation is not in effect, then the amounts due to the Executive under the terms of this Agreement shall be paid to the Executive's Surviving Spouse as set forth above. If the Executive leaves no Surviving Spouse, the amounts due to the Executive under the terms of this Agreement shall be paid to the duly qualified personal representative, executor or administrator of the Executive's estate as set forth above.

4.2. PAYMENTS IN THE EVENT OF DISABILITY PRIOR TO RETIREMENT. In the event the Executive becomes Disabled while actively employed by the Employer at any time after the date of this Agreement but prior to Retirement, the Executive shall:
(i) continue to be treated during such period of Disability as being gainfully employed by the Employer but shall not add applicable years of service for the purpose of determining the Annual Benefit; and (ii) be entitled to be paid the Annual Benefit, as set forth on Schedule "A", for fifteen (15) years, as determined by the applicable years of service at the time of disability, as defined above, in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the earlier of (1) the month in which the Executive attains sixty-five
(65) years of age; or (2) the date upon which the Executive is no longer entitled to receive Disability benefits under the Executive's principal Disability insurance policy and does not, at such time, return to and thereafter fulfill the responsibilities associated with the employment position held

4.2. PAYMENTS IN THE EVENT OF DISABILITY PRIOR TO RETIREMENT. (CONTINUED) with the Employer prior to becoming Disabled by reason of such Disability continuing. Notwithstanding the foregoing, in the event Executive should die while actively or gainfully employed by the Employer at any time after the Effective Date of this Agreement and prior to attaining the age of sixty-five (65) years of age, the payments provided in Paragraph 4.1 shall be paid in lieu of the payments provided in this Paragraph 4.2, provided that Executive or his legal representative shall have not elected to take the benefits provided by Paragraph 5.

5. PAYMENTS IN THE EVENT EMPLOYMENT IS TERMINATED OTHER THAN BY DEATH, DISABILITY, OR RETIREMENT. As indicated in Paragraph 2 above, the Employer reserves the right to terminate the Executive's employment, with or without cause but subject to any written employment agreement which may then exist, at any time prior to the Executive's Retirement. In the event that the employment of the Executive shall be terminated, for any reason, including voluntary termination by the Executive, but other than by reason of Disability except as provided in Paragraph 4.2, death or Retirement, the Executive or his legal representative shall be entitled to be paid the Annual Benefit for a period of fifteen (15) years, as determined by the applicable years of service at the time of the Executive's termination of employment with the Employer, in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Executive attains sixty-five (65) years of age or, if earlier, beginning with the month following the Executive's death.

6. PAYMENTS IN THE EXECUTIVE ELECTS EARLY RETIREMENT. The Executive shall have the right to elect to receive the Annual Benefit prior to attaining sixty-five
(65) years of age if he chooses to Retire on a date which constitutes an Early Retirement Date as defined in subparagraph 1.7 above. In the event the Executive elects to Retire on a date which constitutes an Early Retirement Date, the Executive shall be entitled to be paid the Annual Benefit for a period of fifteen (15) years, as set forth on Schedule "A" and determined by the applicable years of service at the time of early retirement, as defined above, in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Early Retirement Date occurs.

7. RIGHT TO DETERMINE FUNDING METHODS. The Employer reserves the right to determine, in its sole and absolute discretion, whether, to what extent and by what method, if any, to provide for the payment of the amounts which may be payable to the Executive, the Executive's spouse or the Executive's beneficiaries under the terms of this Agreement. In the event that the Employer elects to fund this Agreement, in whole or in part, through the use of life insurance or annuities, or both, the Employer shall determine the ownership and beneficial interests of any such policy of life insurance or annuity. The Employer further reserves the right, in its sole and absolute discretion, to terminate any such policy, and any other device used to fund its obligations under this Agreement, at any time, in whole or in part. Consistent with Paragraph 9 below, neither

7. RIGHT TO DETERMINE FUNDING METHODS. (CONTINUED)

the Executive, the Executive's spouse nor the Executive's beneficiaries shall have any right, title or interest in or to any funding source or amount utilized by the Employer pursuant to this Agreement, and any such funding source or amount shall not, constitute security for the performance of the Employer's obligations pursuant to this Agreement. In connection with the foregoing, the Executive agrees to execute such documents and undergo such medical examinations or tests which the Employer may request and which may be reasonably necessary to facilitate any funding for this Agreement including, without limitation the Employer's acquisition of any policy of insurance or annuity. Furthermore, a refusal by the Executive to consent to participate in and undergo any such medical examinations or tests shall result in the immediate termination of this Agreement and the immediate forfeiture by the Executive, the Executive's spouse and the Executive's beneficiaries of any and all rights to payment hereunder.

8. CLAIMS PROCEDURE. The Employer shall, but only to the extent necessary to comply with ERISA, be designated as the named fiduciary under this Agreement and shall have authority to control and manage the operation and administration of this Agreement. Consistent therewith, the Employer shall make all determinations as to the rights to benefits under this Agreement. Any decision by the Employer denying a claim by the Executive, the Executive's spouse, or the Executive's beneficiary for benefits under this Agreement shall be stated in writing and delivered or mailed, via registered or certified mail, to the Executive, the Executive's spouse or the Executive's beneficiary, as the case may be. Such decision shall set forth the specific reasons for the denial of a claim. In addition, the Employer shall provide the Executive, the Executive's spouse or the Executive's beneficiary with a reasonable opportunity for a full and fair review of the decision denying such claim.

9. STATUS OF AN UNSECURED GENERAL CREDITOR. Notwithstanding anything contained herein to the contrary: (i) neither the Executive, the Executive's spouse and the Executive's beneficiary shall have any legal or equitable rights, interests or claims in or to any specific property or assets of the Employer; (ii) none of the Employer's assets shall be held in or under any trust for the benefit of the Executive, the Executive's spouse or the Executive's beneficiary or held in any way as security for the fulfillment of the obligations of the Employer under this Agreement; (iii) all of the Employer's assets shall be and remain the general unpledged and unrestricted assets of the Employer; (iv) the Employer's obligation under this Agreement shall be that of an unfunded and unsecured promise by the Employer to pay money in the future; and (v) the Executive, the Executive's spouse and the Executive's beneficiary shall be unsecured general creditors with respect to any benefits which may be payable under the terms of this Agreement.

10. COVENANT NOT TO INTERFERE. The Executive agrees not to take any action which prevents the Employer from collecting the proceeds of any life insurance policy which the Employer may happen to own at the time of the Executive's death and of which the Employer is the designated beneficiary.

11. MISCELLANEOUS.

11.1 OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL. The Executive acknowledges that he has been afforded the opportunity to consult with independent counsel of his choosing regarding both the benefits granted to him under the terms of this Agreement and the terms and conditions which may affect the Executive's right to these benefits. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions.

11.2. ARBITRATION OF DISPUTES. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), presently located at 111 pine Street, suite 710, in San Francisco, California. In the event JAMS is unable or unwilling to conduct the arbitration provided for under the terms of this Paragraph, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association ("AAA"), presently located at 417 Montgomery Street, in San Francisco, California, shall conduct the binding arbitration referred to in this Paragraph. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. The arbitration shall be subject to such rules of procedure used or established by JAMS, or if there are none, the rules of procedure used or established by AAA. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Quincy, California, unless otherwise agreed to by the parties.

11.3. ATTORNEYS' FEES. In the event of any arbitration or litigation concerning any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach hereof, or the interpretation hereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorneys' fees and costs incurred in connection therewith or in the enforcement or collection of any judgment or award rendered therein. The "prevailing party" means the party determined by the arbitrator(s) or court, as the case may be, to have most nearly prevailed, even if such party did not prevail in all matters, not necessarily the one in whose favor a judgment is rendered.

11.4. NOTICE. Any notice required or permitted of either the Executive or the Employer under this Agreement shall be deemed to have been duly given, if by personal delivery upon the date received by the party or its authorized representative. If by facsimile, upon transmission to a telephone number previously provided by the party to whom the facsimile is transmitted as reflected in the records of the party transmitting the facsimile and upon reasonable confirmation of such transmission. and if by mail, on the third day after mailing via U.S. first class mail, registered or certified, postage prepaid and return receipt requested, and addressed to the party at the address given below for the receipt of notices, or such changed address as may be requested in writing by a party.

If to the Employer:

Plumas Bank
P.O. Box 10150 Quincy, California 95971 Attn: Mr. Jerry V. Kehr

If to the Executive:

Dennis C. Irvine
Post Office Box 3349
Quincy, California 95971

11.5. ASSIGNMENT. Neither the Executive, the Executive's spouse, nor any other beneficiary under this Agreement shall have any power or right to transfer, assign, hypothecate, modify or otherwise encumber any part or all of the amounts payable hereunder, nor, prior to payment in accordance with the terms of this Agreement, shall any portion of such amounts be: (i) subject to seizure by any creditor of any such beneficiary, by a proceeding at law or in equity, for the payment of any debts, judgments, alimony or separate maintenance obligations which may be owed by the Executive, the Executive's spouse, or any designated beneficiary; or (ii) transferable by operation of law in the event of bankruptcy, insolvency or otherwise. Any such attempted assignment or transfer shall be void and shall terminate this Agreement, and the Employer shall thereupon have no further liability hereunder.

11.6. BINDING EFFECT/MERGER OR REORGANIZATION. This Agreement shall be binding upon and inure to the benefit of the Executive and the Employer and, as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns. Accordingly, the Employer shall not merge or consolidate into or with another corporation, or reorganize or sell substantially all of its assets to another corporation, firm or person, unless and until such succeeding or continuing corporation, firm or person agrees to assume and discharge the obligations of the Employer under this Agreement. Upon the occurrence of such event, the term "Employer" as used in this Agreement shall be deemed to refer to such surviving or successor firm, person, entity or corporation.

11.7. NONWAIVER. The failure of either party to enforce at any time or for any period of time anyone or more of the terms or conditions of this Agreement shall not be a waiver of such term(s) or condition(s) or of that party's right thereafter to enforce each and every term and condition of this Agreement.

11.8. PARTIAL INVALIDITY. If any term, provision covenant or condition of this Agreement is determined by a~ arbitrator or a court, as the case may be, to be invalid, void, or unenforceable, such determination shall not render any other term, provision, covenant or condition invalid, void or unenforceable, and the Agreement shall remain in full force and effect notwithstanding such partial invalidity.

11.9. ENTIRE AGREEMENT. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter of this Agreement and contains all of the covenants and agreements between the parties with respect thereto. Each party to this Agreement acknowledges that no other representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not set forth herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding on either party.

11.10. MODIFICATIONS. Any modification of this Agreement shall be effective only if it is in writing and signed by each party or such party's authorized representative.

11.11. PARAGRAPH HEADINGS. The paragraph headings used in this Agreement are included solely for the convenience of the parties and shall not affect or be used in connection with the interpretation of this Agreement.

11.12. NO STRICT CONSTRUCTION. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction, will be applied against any person.

11.13. GOVERNING LAW. The laws of the state of California, other than those laws denominated choice of law rules, and, where applicable, the rules and regulations of: (i) the California Superintendent of Banks; (ii) the Board of Governors of the Federal Reserve System; (iii) the Federal Deposit Insurance corporation; or (iv) any other regulatory agency or governmental authority having jurisdiction over the Employer, shall govern the validity, interpretation, construction and effect of this Agreement.

IN WITNESS WHEREOF, the Employer and the Executive have executed this Agreement on the date first above-written in the City of Quincy, Plumas County, California.

THE EMPLOYER:                                     THE EXECUTIVE:


PLUMAS BANK, a California Corporation

By:  /s/ JERRY V. KEHR                            /s/ DENNIS C. IRVINE
     -----------------                            ------------------------
     JERRY V. KEHR                                DENNIS C. IRVINE
     CHAIRMAN OF THE BOARD


     /s/ ROBERT SCHOENSEE
     --------------------
     ROBERT SCHOENSEE
     VICE-CHAIRMAN OF THE BOARD

NUMBER OF COMPLETE
YEARS WHICH HAVE ELAPSED                  APPLICABLE PERCENTAGE
------------------------                  ---------------------
1 ............................................            6.92%

2 ............................................           13.84%

3 ............................................           20.76%

4 ............................................           27.68%

5 ............................................           34.60%

6 ............................................           41.52%

7 ............................................           48.44%

8 ............................................           55.36%

9 ............................................           62.28%

10 ...........................................           69.20%

11 ...........................................           76.12%

12 ...........................................           83.04%

13 (early retirement age - 60) ...............           89.96%

14 ...........................................           91.96%

15 ...........................................           93.96%

16 ...........................................           95.96%

17 ...........................................           97.96%

18 or more....................................          100.00%

FIRST AMENDMENT
TO THE
EXECUTIVE SALARY CONTINUATION AGREEMENT FOR
WILLIAM E. ELLIOTT

THIS AMENDMENT is made this 16th day of February, 2000, by and between PLUMAS BANK, a corporation organized under the laws of the State of California (the "Employer") and DENNIS C. IRVINE (the "Executive").

On June 2, 1994, the Employer and the Executive executed an Executive Salary Continuation Agreement (the "Agreement"). The undersigned hereby amends, in part, said Agreement to provide the Executive with an additional benefit which will increase the Annual Benefit from $45,000 to $62,000 and to provide for a change of control benefit and a limit under 280G of the Internal Revenue Code of 1986, as amended. Therefore, it is necessary to amend the following sections:

Article 1.2 shall be deleted in its entirety and the following new Article 1.2 shall be added to the Agreement as follows:

1.2 Annual Benefit. The term "Annual Benefit" shall mean an annual sum of Sixty-Two Thousand Dollars ($62,000) multiplied by the Applicable Percentage (defined below) and then reduced to the extent required: (i) under the other provisions of this Agreement; (ii) by reason of the lawful order of any regulatory agency or body having jurisdiction over the Employer; and (iii) in order for the Employer to properly comply with any and all applicable state and federal laws, including, but not limited to, income, employment and disability income tax laws (e.g., FICA, FUTA, SDI).

ARTICLE 5 SHALL BE DELETED IN ITS ENTIRETY AND THE FOLLOWING NEW ARTICLES 5.1 AND 5.2 SHALL BE ADDED TO THE AGREEMENT AS FOLLOWS:

5.1. PAYMENTS IN THE EVENT EMPLOYMENT IS TERMINATED OTHER THAN BY DEATH, DISABILITY, RETIREMENT OR A CHANGE OF CONTROL OF THE EMPLOYER.

As indicated in Paragraph 2 above, the Employer reserves the right to terminate the Executive's employment, with or without cause but subject to any written employment agreement which may then exist, at any time prior to the Executive's Retirement. In the event that the employment of the Executive shall be terminated, for any reason, including voluntary termination by the Executive, but other than by reason of Disability except as provided in Paragraph 4.2, death, Retirement or a change of control of the Employer as set forth in Paragraph 5.2, the Executive or his legal representative shall be entitled to be paid the Annual Benefit, as set forth in Schedule "A" for a period of fifteen
(15) years, as determined by the applicable years of service at the time of the Executive's termination of employment with the Employer, in One Hundred Eighty
(180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Executive terminates employment and attains sixty-five (65) years of age or, if earlier, beginning with the month following the Executive's death.

5.2 TERMINATION OF EMPLOYMENT IN THE EVENT OF A CHANGE OF CONTROL.

A "Terminating Event" shall be defined as anyone of the following events: (i) merger or consolidation of the Employer where the Employer's shareholders immediately prior to the merger or consolidation will not own at least a majority of the outstanding voting shares of the Employer (or Employer's successor, if the Employer is not the surviving entity in the merger or consolidation) immediately after such merger or consolidation, (ii) a transfer of a controlling interest of the Employer (consisting of at least a majority of the outstanding voting shares of the Employer) to another corporation, individual or individuals acting in concert, or (iii) a sale or transfer of substantially all of the assets of the Employer to another entity.

In the event the Executive's employment terminates with the Employer or Employer's successor within five years of a Terminating Event and the Executive gives written notice to the Employer or Employer's successor within 30 calendar days of such termination of employment that the termination is for the reason that a Terminating Event has occurred, the Executive shall be entitled to be paid the Annual Benefit with the Applicable Percentage equal to 100%, for a period of fifteen (15) years, in One Hundred Eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Executive's employment is terminated.

The Executive and Employer acknowledge that limitations on deductibility of the Annual Benefit for federal income tax purposes may be imposed under, but not limited to Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), and any successor to Section 280G of the Code. The increase in the Applicable Percentage pursuant to the application of this Paragraph 5.2 shall be limited to such increase in the Applicable Percentage (which increase shall not result in the Applicable Percentage being greater than 100%) that results in the greatest amount of the Annual Benefit that is deductible by the Employer for federal income tax purposes after taking into account all other compensation payments to or for the benefit of the Executive that are included in determining the deductibility of such payments under Section 280G of the Code or any successor to Section 280G of the Code. In the event that prior to the application of this Paragraph 5.2, all other compensation payments to or for the benefit of Executive results in the limitation of the deductibility by Employer of such payments under Section 280G or any successor to Section 280G of the Code, then this Paragraph 5.2 shall not be applicable.

In Witness whereof, the "Executive and the Employer have signed this Agreement".

EXECUTIVE:                               EMPLOYER:

                                         PLUMAS BANK


s/s  DENNIS C. IRVINE                   By  s/s JERRY V. KEHR
-----------------------                     -----------------
     DENNIS C. IRVINE                   Title Chairman of Board

EXHIBIT 10.10

ADDENDUM A

PLUMAS BANK

SPLIT DOLLAR AGREEMENT

THIS AGREEMENT is made and entered into this 24TH day of January, 2002, by and between PLUMAS BANK, a corporation organized under the laws of the State of California located in Quincy, California (the "Employer"), and DENNIS C. IRVINE (the "Executive"). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith, or as subsequently amended, by and between the aforementioned parties.

INTRODUCTION

To encourage the Executive to remain an employee of the Employer, the Employer is willing to divide the death proceeds of a life insurance policy on the Executive's life. The Employer will pay life insurance premiums from its general assets.

ARTICLE 1

GENERAL DEFINITIONS

The following terms shall have the meanings specified:

1.1 "Insurer" means West Coast Life Insurance Company.

1.2 "Policy" means insurance policy no. ZUA344995 issued by the Insurer.

1.3 "Insured" means the Executive.

1.4 "Normal Retirement Age" means the Executive's 65th birthday.

1.5 "Termination of Employment" means the Executive ceasing to be employed by the Employer for any reason whatsoever, other than by reason of an approved leave of absence. For purposes of this Agreement, if there is a dispute over the employment status of the Executive or the date of the Executive's Termination of Employment, the Employer shall have the sole and absolute right to determine the termination date.

ARTICLE 2
POLICY OWNERSHIP/INTERESTS

2.1 Employer Ownership. The Employer is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Employer shall be the beneficiary of the death proceeds remaining after the Executive's interest has been paid pursuant to Article 2.2 below.

2.2 Executive's Interest. The Executive shall have the right to designate the beneficiary of death proceeds of the Policy in the amount of $457,346. The Executive shall also have the right to elect and change settlement options that may be permitted. However, the Executive, the Executive's transferee or the Executive's beneficiary shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in this section 2.2 if the Executive ceases to be employed by the Employer for any reason whatsoever prior to Normal Retirement Age (other than by reason of a leave of absence which is approved by the Employer) and has received or had the opportunity to receive any benefit under the Executive Salary Continuation Agreement dated June 2, 1994, and a first Amendment thereto of even date herewith, between the Employer and the Executive (collectively the "Salary Continuation Agreement").

2.3 Option to Purchase. The Employer shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the Executive or the Executive's transferee the option to purchase the Policy for a period of 60 days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy. This provision shall not impair the right of the Employer to terminate this Agreement.

ARTICLE 3
PREMIUMS

3.1 Premium Payment. The Employer shall pay any premiums due on the Policy.

3.2 Imputed Income. The Employer shall impute income to the Executive in an amount equal to the current term rate for the Executive's age multiplied by the aggregate death benefit payable to the Executive's beneficiary. The "current term rate" is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

3.3 Cash Payment. The Employer shall annually pay to the Executive an amount necessary to pay the federal and state income taxes attributable to the imputed income and to the additional cash payments under this section. In calculating the cash payments due from the Employer, the Employer shall use the Executive's actual marginal income tax bracket for the calendar year immediately preceding the payment to the Executive. In the event the Executive retires prior to the Normal Retirement Age or ceases to be employed by the Employer prior to such age, the cash payments shall cease as of the date of such occurrence.

ARTICLE 4
ASSIGNMENT

The Executive may assign without consideration all interests in the Policy and in this Agreement to any person, entity or trust. In the event the Executive transfers all of the Executive's interest in the Policy, then all of the Executive's interest in the Policy and in the Agreement shall be vested in the Executive's transferee, who shall be substituted as a party hereunder and the Executive shall have no further interest in the Policy or in this Agreement.

ARTICLE 5
INSURER

The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and

demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.

ARTICLE 6
CLAIMS PROCEDURE

6.1 Claims Procedure. The Employer shall notify any person or entity that makes a claim under this Agreement (the "Claimant") in writing, within 90 days of Claimant's written application for benefits, of his or her eligibility or ineligibility for benefits under this Agreement. If the Employer determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of this Agreement on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of this Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Employer determines that there are special circumstances requiring additional time to make a decision, the Employer shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90 days.

6.2 Review Procedure. If the Claimant is determined by the Employer not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Employer by filing a petition for review with the Employer within 60 days after receipt of the notice issued by the Employer. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Employer of the petition, the Employer shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Employer verbally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Employer shall notify the Claimant of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner to be understood by the Claimant and the specific provisions of this Agreement on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Employer, but notice of this deferral shall be given to the Claimant.

ARTICLE 7
AMENDMENTS AND TERMINATION

This Agreement may be amended or terminated only by a written agreement signed by the Employer and the Executive. However, unless otherwise agreed to by the Employer and the Executive, this Agreement will automatically terminate if the Executive ceases to be employed by the Employer for any reason whatsoever (other than by reason of a leave of absence which is approved by the Employer) and has received or had the opportunity to receive any benefit under the Salary Continuation Agreement.

ARTICLE 8
MISCELLANEOUS

8.1 Binding Effect. This Agreement shall bind the Executive and the Employer and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.

8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Employer, nor does it interfere with the Employer's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.

8.3 Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of California, except to the extent preempted by the laws of the United States of America.

8.4 Reorganization. The Employer shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Employer.

8.5 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Employer. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

8.6 Entire Agreement. This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.7 Administration. The Employer shall have powers which are necessary to administer this Agreement, including but not limited to:

(a) Interpreting the provisions of the Agreement;

(b) Establishing and revising the method of accounting for the Agreement;

(c) Maintaining a record of benefit payments; and

(d) Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

8.8 Named Fiduciary. The Employer shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

EXECUTIVE:                                 EMPLOYER:

                                           PLUMAS BANK


/S/ DENNIS C. IRVINE                       BY  /S/ JERRY V. KEHR
---------------------                      ---------------------------
  DENNIS C. IRVINE                         TITLE CHAIRMAN OF BOARD

ADDENDUM B

PLUMAS BANK

SPLIT DOLLAR AGREEMENT

THIS AGREEMENT is made and entered into this 24th day of January, 2002, by and between PLUMAS BANK, a corporation organized under the laws of the State of California located in Quincy, California (the "Employer"), and DENNIS C. IRVINE (the "Executive"). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith, or as subsequently amended, by and between the aforementioned parties.

INTRODUCTION

To encourage the Executive to remain an employee of the Employer, the Employer is willing to divide the death proceeds of a life insurance policy on the Executive's life. The Employer will pay life insurance premiums from its general assets.

ARTICLE 1

GENERAL DEFINITIONS

The following terms shall have the meanings specified:

1.1 "Insurer" means Great-West Life & Annuity Insurance Company.

1.2 "Policy" means insurance policy no. 8600073 issued by the Insurer.

1.3 "Insured" means the Executive.

1.4 "Normal Retirement Age" means the Executive's 65th birthday.

1.5 "Termination of Employment" means the Executive ceasing to be employed by the Employer for any reason whatsoever, other than by reason of an approved leave of absence. For purposes of this Agreement, if there is a dispute over the employment status of the Executive or the date of the Executive's Termination of Employment, the Employer shall have the sole and absolute right to determine the termination date.

ARTICLE 2
POLICY OWNERSHIP/INTERESTS

2.1 Employer Ownership. The Employer is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Employer shall be the beneficiary of the death proceeds remaining after the Executive's interest has been paid pursuant to Article 2.2 below.

2.2 Executive's Interest. The Executive shall have the right to designate the beneficiary of death proceeds of the Policy in the amount of $100,000. The Executive shall also have the right to elect and change settlement options that may be permitted. However, the Executive, the Executive's transferee or the Executive's beneficiary shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in this section 2.2 if the Executive ceases to be employed by the Employer for any reason whatsoever prior to Normal Retirement Age (other than by reason of a leave of absence which is approved by the Employer) and has received or had the opportunity to receive any benefit under the Executive Salary Continuation Agreement dated June 2, 1994, and a first Amendment thereto dated of even date herewith, between the Employer and the Executive (collectively the "Salary Continuation Agreement").

2.3 Option to Purchase. The Employer shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the Executive or the Executive's transferee the option to purchase the Policy for a period of 60 days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy. This provision shall not impair the right of the Employer to terminate this Agreement.

ARTICLE 3
PREMIUMS

3.1 Premium Payment. The Employer shall pay any premiums due on the Policy.

3.2 Imputed Income. The Employer shall impute income to the Executive in an amount equal to the current term rate for the Executive's age multiplied by the aggregate death benefit payable to the Executive's beneficiary. The "current term rate" is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

3.3 Cash Payment. The Employer shall annually pay to the Executive an amount necessary to pay the federal and state income taxes attributable to the imputed income and to the additional cash payments under this section. In calculating the cash payments due from the Employer, the Employer shall use the Executive's actual marginal income tax bracket for the calendar year immediately preceding the payment to the Executive. In the event the Executive retires prior to the Normal Retirement Age or ceases to be employed by the Employer prior to such age, the cash payments shall cease as of the date of such occurrence.

ARTICLE 4
ASSIGNMENT

The Executive may assign without consideration all interests in the Policy and in this Agreement to any person, entity or trust. In the event the Executive transfers all of the Executive's interest in the Policy, then all of the Executive's interest in the Policy and in the Agreement shall be vested in the Executive's transferee, who shall be substituted as a party hereunder and the Executive shall have no further interest in the Policy or in this Agreement.

ARTICLE 5
INSURER

The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and

demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.

ARTICLE 6
CLAIMS PROCEDURE

6.1 Claims Procedure. The Employer shall notify any person or entity that makes a claim under this Agreement (the "Claimant") in writing, within 90 days of Claimant's written application for benefits, of his or her eligibility or ineligibility for benefits under this Agreement. If the Employer determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of this Agreement on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of this Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Employer determines that there are special circumstances requiring additional time to make a decision, the Employer shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90 days.

6.2 Review Procedure. If the Claimant is determined by the Employer not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Employer by filing a petition for review with the Employer within 60 days after receipt of the notice issued by the Employer. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Employer of the petition, the Employer shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Employer verbally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Employer shall notify the Claimant of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner to be understood by the Claimant and the specific provisions of this Agreement on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Employer, but notice of this deferral shall be given to the Claimant.

ARTICLE 7
AMENDMENTS AND TERMINATION

This Agreement may be amended or terminated only by a written agreement signed by the Employer and the Executive. However, unless otherwise agreed to by the Employer and the Executive, this Agreement will automatically terminate if the Executive ceases to be employed by the Employer for any reason whatsoever (other than by reason of a leave of absence which is approved by the Employer) and has received or had the opportunity to receive any benefit under the Salary Continuation Agreement.

ARTICLE 8
MISCELLANEOUS

8.1 Binding Effect. This Agreement shall bind the Executive and the Employer and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.

8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Employer, nor does it interfere with the Employer's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.

8.3 Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of California, except to the extent preempted by the laws of the United States of America.

8.4 Reorganization. The Employer shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Employer.

8.5 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Employer. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

8.6 Entire Agreement. This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.7 Administration. The Employer shall have powers which are necessary to administer this Agreement, including but not limited to:

(a) Interpreting the provisions of the Agreement;

(b) Establishing and revising the method of accounting for the Agreement;

(c) Maintaining a record of benefit payments; and

(d) Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

8.8 Named Fiduciary. The Employer shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

EXECUTIVE:                                    EMPLOYER:

                                              PLUMAS BANK

/S/ DENNIS C. IRVINE                          BY  /S/ JERRY V. KEHR
----------------------                        -------------------------
    DENNIS C. IRVINE                          TITLE  CHAIRMAN OF BOARD

Exhibit 10.11

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF THE BANK'S STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE BANK'S 1991 STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE SHAREHOLDERS OF THE BANK HOLDING NOT LESS THAN A MAJORITY OF THE OUTSTANDING SHARES OF THE BANK'S COMMON STOCK REPRESENTED AND VOTING AT A MEETING OF SHAREHOLDERS AND BY A MAJORITY OF THE DISINTERESTED SHARES REPRESENTED AND VOTING AT THE MEETING.

PLUMAS BANK
INCENTIVE STOCK OPTION AGREEMENT

This Incentive Stock Option Agreement dated the 19th day of July, 2000, entered into by and between Plumas Bank (the "Bank"), and Robert T. Herr ("Optionee");

WHEREAS, pursuant to the 1991 Stock Option Plan of the Bank (the "Plan"), a copy of which is hereto attached, the Board of Directors of the Bank (or the Stock Option Committee, if authorized by the Board of Directors) has authorized granting to Optionee, an Incentive Stock Option to purchase all or any part of Five Thousand (5,000) authorized but unissued shares of the Bank's Common Stock for cash at the price of Ten Dollars and Seventy-Five Cents ($10.75) per share, such option to be for the term AND upon the terms and conditions hereinafter stated;

NOW, THEREFORE, it is hereby agreed:

1. Grant of Option. Pursuant to said action of the Board of Directors (or the Stock Option Committee) and pursuant to authorizations granted by all appropriate regulatory and governmental agencies, the Bank hereby grants to Optionee the option to purchase, upon and subject to the terms and conditions of the Plan, as amended, which is incorporated in full herein by this reference, all or any part of Five Thousand (5,000) shares of the Bank's Common Stock (hereinafter called "stock") at the price of Ten Dollars and Seventy-Five Cents ($10.75) per share, which price is not less than 100% of the fair market value of the stock (or not less than 110% of the fair market value for Optionee-shareholders who possess more than 10% of the Bank's stock) as of the date of action of the Board of Directors (or the Option Committee) granting this option.

2. Exercisability. This option shall be exercisable as to 1,000 on July 19, 2001, 1,000 on July 19, 2002, 1,000 on July 19, 2003, 1,000 on July 19, 2004, 1,000 on July 19, 2005. This option shall remain exercisable as to all of such shares until July 19, 2010 (but not later than ten (10) years from the date this option is granted) unless this option has expired or terminated

earlier in accordance with the provisions hereof. Shares as to which this option becomes exercisable pursuant to the foregoing provision may be purchased at any time prior to expiration of this option.

3. Exercise of Option. This option may be exercised by written notice delivered to the Bank stating the number of shares with respect to which this option is being exercised, together with cash in the amount of the purchase price of such shares. Not less than ten (10) shares may be purchased at any one time unless the number purchased is the total number which may be purchased under this option and in no event may the option be exercised with respect to fractional shares. Upon exercise, Optionee shall make appropriate arrangements and shall be responsible for the withholding of any federal and state taxes then due.

4. Cessation of Employment. Except as provided in Paragraphs 2 and 5 hereof, if Optionee shall cease to be employed by the Bank or a subsidiary corporation for any reason other than Optionee's death or disability (as defined in Section 105(d)(4) of the Internal Revenue Code of 1986, as amended from time to time), this option shall expire 90 days thereafter. During the three-month period this option shall be exercisable only as to those installments, if any, which had accrued as of the date when the Optionee ceased to be employed by the Bank or the subsidiary corporation.

5. Termination of Employment for Cause. If Optionee's employment by the Bank or a subsidiary corporation is terminated for cause, this option shall expire immediately, unless reinstated by the Board of Directors within thirty days (30) days of such termination by given written notice of such reinstatement to Optionee at his last known address. In the event of such reinstatement, Optionee may exercise this option only to such extent, for such time, and upon such terms and conditions as if Optionee had ceased to be employed by the Bank or a subsidiary corporation upon the date of such termination for a reason other than cause, death or disability. Termination for cause shall, include but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of illegal activity in connection therewith.

6. Nontransferability; Death of Optionee. This option shall not be transferable except by Will or by the laws of descent and distribution and shall be exercisable during Optionee's lifetime only by Optionee. If Optionee dies while employed by the Bank or a subsidiary corporation, or during the 90 day period referred to in Paragraph 4 hereof, this option shall expire one (1) year after the date of Optionee's

death or on the day specified in Paragraph 2 hereof, whichever is earlier. After Optionee's death but before such expiration, the persons to whom Optionee's rights under this option shall have passed by Will or by the applicable laws of descent and distribution or the executor or administrator of Optionee's estate shall have the right to exercise this option as to those shares for which installments had accrued under Paragraph 2 hereof as of the date on which Optionee ceased to be employed by the Bank or a subsidiary corporation. If the Optionee shall terminate employment because of disability (as defined in Section 105(d)(4) of the Internal Revenue Code of 1986, as amended from time to time), the Optionee may exercise this option to the extent he or she is entitled to do so at the date of termination, at any time Within one year of the date of termination, but in no event later than the expiration date in paragraph 2.

7. Employment. This Agreement shall not obligate the Bank or a subsidiary corporation to employ Optionee for any period, nor shall it interfere in any way with the right of the Bank or a subsidiary corporation to reduce Optionee's compensation.

8. Privileges of Stock Ownership. Optionee shall have no rights as a stockholder with respect to the Bank's stock subject to this option until the date of issuance of stock certificates to Optionee. Except as provided in the Plan, no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificates are issued.

9. Modification and Termination by Board of Directors. The rights of Optionee are subject to modification and termination upon the occurrence of certain events as provided in Sections 13 and 14 of the Plan.

10. Notification of Sale. Optionee agrees that Optionee, or any person acquiring shares upon exercise of this option, will notify the Bank not more than five (5) days after any sale or other disposition of such shares. No shares issuable upon the exercise of this option shall be issued and delivered unless and until all applicable requirements Of California and federal law pertaining to the issuance and sale of such shares, and all applicable listing requirements of the securities exchanges, if any, on which shares of the Bank of the same class are then listed shall have been complied with.

11. Notices. Any notice to the Bank provided for in this Agreement shall be addressed to it in care of its President or Cashier at its main office and any notice to Optionee shall be addressed to Optionee's address on file with the Bank or a subsidiary corporation, or to such other address as either

may designate to the other in writing. Any notice shall be deemed to be duly given if and when enclosed in a properly sealed envelope and addressed as stated above and deposited, postage prepaid, with the United States Postal Service. In lieu of giving notice by mail as aforesaid, any written notice under this Agreement may be given to Optionee in person, and to the Bank by personal delivery to its President or Cashier.

12. Incentive Stock Option. This Stock Option Agreement is intended to be an Incentive Stock Option Agreement as defined in Section 422A of the Internal Revenue Code of 1986, as amended from time to time.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

OPTIONEE                                PLUMAS BANK


By  /s/ ROBERT T. HERR                  By  /s/ JERRY V. KEHR
    -------------------------              -------------------------------------
    Robert T. Herr                          Jerry V. Kehr, Chairman of the Board



                                        By  /s/ ROBERT SCHOENSEE
                                           -------------------------------------
                                            Robert Schoensee, Vice Chairman
                                            Of the Board

FIRST AMENDMENT TO THE PLUMAS BANK
1991 STOCK OPTION AGREEMENT

This First Amendment to the Plumas Bank 1991 Stock Option Agreement is entered into by and between Robert Herr ("Optionee") and Plumas Bank on December 5, 2000 for the purpose of amending the option agreement ("Option") by and between Optionee and Plumas Bank entered into on July 19, 2000.

WHEREAS, the Plumas Bank 1991 Stock Option Plan ("1991 Plan") previously only allowed for stock option exercises by the payment of cash, and has since been amended to allow the exercise of stock options by the delivery of existing shares of Plumas Bank stock held by the option.

NOW, THEREFORE, the Optionee and the Bank agree to the amendment of the Option as follows:

1. AMENDMENT OF SECTION 3. The first sentence in Section 3 shall be amended in the entirety to read as follows:

This option may be exercised by written notice delivered to the Bank stating the number of shares with respect to which this option is being exercised, together with the purchase price in cash or subject to applicable law, with Bank common stock previously acquired by the optionee and held by the optionee for a period of at least six months.

2. AMENDMENT OF SECTION 3. A new sentence shall be added after the sentence in the aforementioned amendment to read in the entirety as follows:

The equivalent dollar value of shares used to effect a purchase shall be the fair market value of the shares on the date of the exercise.

PLUMAS BANK                                        OPTIONEE

/s/ W. E. ELLIOTT                                  /s/ ROBERT T. HERR
------------------------------------               ----------------------------
William E. Elliott, President & CEO                Robert Herr

Exhibit 10.12

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF THE BANK'S STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE BANK'S 1991 STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE SHAREHOLDERS OF THE BANK HOLDING NOT LESS THAN A MAJORITY OF THE OUTSTANDING SHARES OF THE BANK'S COMMON STOCK REPRESENTED AND VOTING AT A MEETING OF SHAREHOLDERS AND BY A MAJORITY OF THE DISINTERESTED SHARES REPRESENTED AND VOTING AT THE MEETING.

PLUMAS BANK
NON-QUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT, dated the 18th day of November, 1998, entered into by and between Plumas Bank (the "Bank"), and Jerry V. Kehr ("Optionee");

WHEREAS, pursuant to the 1991 Stock Option Plan of the Bank (the "Plan"), a copy of which is hereto attached, the Board of Directors of the Bank (or the Stock Option Committee, if authorized by the Board of Directors) has authorized granting to Optionee a stock option to purchase all or any part of One Thousand Four Hundred Forty (1,440) authorized but unissued shares of the Bank's Common Stock for cash at the price of Sixteen Dollars and Seventy-Three Cents ($16.73) per share, such option to be for the term and upon the terms and conditions hereinafter stated;

NOW, THEREFORE, it is hereby agreed:

1. Grant of Option. Pursuant to said action of the Board of Directors (or the Stock Option Committee) and pursuant to authorizations granted by all appropriate regulatory and governmental agencies, the Bank hereby grants to Optionee the option to purchase, upon and subject to the terms and conditions of the Plan, which is incorporated in full herein by this reference, all or any part of One Thousand Four Hundred Forty (1,440) shares of the Bank's Common Stock (hereinafter called "stock") at the price of Sixteen Dollars and Seventy-Three Cents ($16.73) per share, which price is not less than 100% of the fair market value of the stock as of the date of action of the Board of Directors (or the Stock Option Committee) granting this option.

2. Exercisability. This option shall be exercisable as to 288 on November 18, 1999, 288 on November 18, 2000, 288 on November 18, 2001, 288 on November 18, 2002, 288 on November 18, 2003. This option shall remain exercisable as to all of such shares until November 18, 2008 (but not after the expiration of ten (10) years from the date this option is granted) unless this option has expired or terminated earlier in

accordance with the provisions hereof. Shares as to which this option becomes exercisable pursuant to the foregoing provision may be purchased at any time prior to expiration of this option.

3. Exercise of Option. This option may be exercised by written notice delivered to the Bank stating the number of shares with respect to which this option is being exercised, together with cash in the amount of the purchase price of such shares. Not less than ten (10) shares may be purchased at any one time unless the number purchased is the total number which may be purchased under this option and in no event may the option be exercised with respect to fractional shares. Upon exercise, Optionee shall make appropriate arrangements and shall be responsible for the withholding of any federal and state taxes then due.

4. Cessation of Employment or directorship. Except as provided in Paragraphs 2 and 5 hereof, if Optionee shall cease to be employed or cease to be a director of the Bank or a subsidiary corporation for any reason other than Optionee's death or disability, this option shall expire 90 days thereafter. During the 90 day period this option shall be exercisable only as to those installments, if any, which had accrued as of the date when the Optionee ceased to be employed by or ceased to be a director of the Bank or the subsidiary corporation.

5. Termination of Employment or Directorship for Cause. If Optionee's employment or directorship with the Bank or a subsidiary corporation is terminated for cause, this option shall expire immediately, unless reinstated by the Board of Directors within thirty (30) days of such termination by giving written notice of such reinstatement to Optionee at his last known address. In the event of such reinstatement, Optionee may exercise this option only to such extent, for such time, and upon such terms and conditions as if Optionee had ceased to be employed by or to be a director of the Bank or a subsidiary corporation upon the date of such termination for a reason other than cause, death or disability. Termination for cause shall include, but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of illegal activity in connection therewith.

6. Nontransferability; Death or Disability of Optionee. This option shall not be transferable except by Will or by the laws of descent and distribution and shall be exercisable during Optionee's lifetime only by Optionee. If Optionee dies while employed by or while being a director of the Bank or a subsidiary corporation, or during the 90 day period referred to in Paragraph 4 hereof, this option shall

expire one (1) year after the date of Optionee's death or on the day specified in Paragraph 2 hereof, whichever is earlier. After Optionee's death but before such expiration, the persons to whom Optionee's rights under this option shall have passed by Will or by the applicable laws of descent and distribution or the executor or administrator of Optionee's estate shall have the right to exercise this option as to those shares for which installments had accrued under Paragraph 2 hereof as of the date on which Optionee ceased to be employed by or ceased to be a director of the Bank or a subsidiary corporation. If the Optionee terminates his employment or directorship because of a disability, the Optionee may exercise this option to the extent he or she is entitled to do so at the date of termination, at any time within one year of the date of termination, or before the expiration date specified n paragraph 2 hereof, whichever is earlier.

7. Employment. This Agreement shall not obligate the Bank or a subsidiary corporation to employ Optionee for any period, nor shall it interfere in any way with the right of the Bank or a subsidiary corporation to reduce Optionee's compensation.

8. Privileges of Stock Ownership. Optionee shall have no rights as a stockholder with respect to the Bank's stock subject to this option until the date of issuance of stock certificates to Optionee. Except as provided in the Plan, no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificates are issued.

9. Modification and Termination by Board of Directors. The rights of Optionee are subject to modification and termination upon the occurrence of certain events as provided in Sections 13 and 14 of the Plan.

10. Notification of Sale. Optionee agrees that Optionee, or any person acquiring shares upon exercise of this option, will notify the Bank not more than five (5) days after any sale or other disposition of such shares. No shares issuable upon the exercise of this option shall be issued and delivered unless and until all applicable requirements Of California and federal law pertaining to the issuance and sale of such shares, and all applicable listing requirements of the securities exchanges, if any, on which shares of the Bank of the same class are then listed shall have been complied with.

11. Notices. Any notice to the Bank provided for in this Agreement shall be addressed to it in care of its President or Chief Financial Officer at its main office and any notice to Optionee shall be

addressed to Optionee's address on file with the Bank or a subsidiary corporation, or to such other address as either may designate to the other in writing. Any notice shall be deemed to be duly given if and when enclosed in a properly sealed envelope and addressed as stated above and deposited, postage prepaid, with the United States Postal Service. In lieu of giving notice by mail as aforesaid, any written notice under this Agreement may be given to Optionee in person, and to the Bank by personal delivery to its President or Chief Financial Officer.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

OPTIONEE                                  PLUMAS BANK

By  /s/ JERRY V. KEHR                     By  /s/ ROBERT SCHOENSEE
    ----------------------                  ------------------------------------
    Jerry V. Kehr                            Robert Schoensee, Vice Chairman of
                                             the Board


                                          By  /s/ TERRANCE J. REESON
                                            ------------------------------------
                                             Terrance Reeson, Secretary

FIRST AMENDMENT TO THE PLUMAS BANK
1991 STOCK OPTION AGREEMENT

This First Amendment to the Plumas Bank 1991 Stock Option Agreement is entered into by and between Jerry V. Kehr ("Optionee") and Plumas Bank on December 5, 2000 for the purpose of amending the option agreement ("Option") by and between Optionee and Plumas Bank entered into on August 21, 1991.

WHEREAS, the Plumas Bank 1991 Stock Option Plan ("1991 Plan") previously only allowed for stock option exercises by the payment of cash, and has since been amended to allow the exercise of stock options by the delivery of existing shares of Plumas Bank stock held by the option.

NOW, THEREFORE, the Optionee and the Bank agree to the amendment of the Option as follows:

1. AMENDMENT OF SECTION 3. The first sentence in Section 3 shall be amended in the entirety to read as follows:

This option may be exercised by written notice delivered to the Bank stating the number of shares with respect to which this option is being exercised, together with the purchase price in cash or subject to applicable law, with Bank common stock previously acquired by the optionee and held by the optionee for a period of at least six months.

2. AMENDMENT OF SECTION 3. A new sentence shall be added after the sentence in the aforementioned amendment to read in the entirety as follows:

The equivalent dollar value of shares used to effect a purchase shall be the fair market value of the shares on the date of the exercise.

PLUMAS BANK                                   OPTIONEE

/s/ W. E. ELLIOTT                             /s/ JERRY V. KEHR
------------------------------------          ---------------------------
William E. Elliott, President & CAO           Jerry V. Kehr

EXHIBIT 10.13

PLUMAS BANK

DEFERRED FEE AGREEMENT

THIS AGREEMENT is made this 19th day of August 1998 by and between Plumas Bank (the "Bank"), and Jerry V. Kehr (the "Director").

INTRODUCTION

To encourage the Director to remain a member of the Bank's Board of Directors, the Bank is willing to provide to the Director a deferred fee opportunity. The Bank will pay the benefits from its general assets.

AGREEMENT

The Director and the Bank agree as follows:

ARTICLE 1

DEFINITIONS

1.1 DEFINITIONS. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 "CHANGE OF CONTROL" means the transfer of shares of the Bank's voting common stock such that one person or a group of persons acting in concert acquires (or is deemed to acquire under Section 318 of the Code) 51% or more of the Bank's outstanding voting common stock.

1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended. References to a Code section shall be deemed to be to that section as it now exists and to any successor provision.

1.1.3 "DISABILITY" means the Director's inability to perform substantially all normal duties of a director, as determined by the Bank's Board of Directors in its sole discretion. As a condition to any benefits, the Bank may require the Director to submit to such physical or mental evaluations and tests as the Board of Directors deems appropriate.

1.1.4 "DISTRIBUTION DATE" means five years from the date of this Agreement.

1.1.5 "ELECTION FORM" means the Form attached as Exhibit 1.

1.1.6 "FEES" means the total directors fees payable to the Director.

1.1.7 "NORMAL TERMINATION DATE" means the Director completing fifteen (15) Years of Service.

1.1.8 "TERMINATION OF SERVICE" means the Director's ceasing to be a member of the Bank's Board of Directors for any reason whatsoever.

1.1.9 "YEARS OF SERVICE" means the total number of twelve-month periods during which the Director serves as a member of the Bank's Board of Directors beginning from the date of this Agreement.

ARTICLE 2

DEFERRAL ELECTION

2.1 INITIAL ELECTION. The Director shall make an initial deferral election under this Agreement by filing with the Bank a signed Election Form within 15 days after the date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and the form of benefit payment. The Election Form shall be effective to defer only Fees earned after the date the Election Form is received by the Bank.

2.2 ELECTION CHANGES

2.2.1 GENERALLY. The Director may modify the amount of Fees to be deferred by filing a subsequent signed Election Form with the Bank. The modified deferral shall not be effective until the calendar year following the year in which the subsequent Election Form is received by the Bank. The Director may not change the form of benefit payment without the prior written approval of the Board of Directors of the Bank.

2.2.2 HARDSHIP. If an unforeseeable financial emergency arising from the death of a family member, divorce, sickness, injury, catastrophe or similar event outside the control of the Director occurs, the Director, by written instructions to the Bank may reduce future deferrals under this Agreement.

ARTICLE 3

DEFERRAL ACCOUNT

3.1 ESTABLISHING AND CREDITING. The Bank shall establish a deferral account ("Deferral Account") on its books for the Director, and shall credit to the Deferral Account the following amounts:

3.1.1 DEFERRALS. The Fees deferred by the Director as of the time the Fees would have otherwise been paid to the Director.

3.1.2 INTEREST. On a quarterly basis and immediately prior to the payment of any benefits, interest shall be credited to the Deferral Account with an annual interest rate equal to the