**AGREEMENT**NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below andbased on the premises set forth above, Bancorp and the Indemnitee do hereby agree as follows:**1. ****Agreement to Serve****.**The Indemnitee will serve or continue to serve as adirector or officer of Bancorp to the best of his/her abilities at the will ofBancorp for so long as the Indemnitee is duly elected or appointed or until such time as theIndemnitee tenders his/her resignation in writing.**2.****Definitions****.**As used in this Agreement:(a) The term “Proceeding” shall include any threatened, pending or completed action, suit orproceeding, whether brought in the right of Bancorp or otherwise and whether of a civil, criminal,administrative or investigative nature, including, but not limited to, actions, suits orproceedings brought under and/or predicated upon the Securities Act of 1933, as amended, and/or theSecurities Exchange Act of 1934, as amended, and/or their respective state counterparts, and/or anyrule or regulation promulgated thereunder, in which the Indemnitee may be or may have been involvedas a party or otherwise, by reason of the fact that the Indemnitee is or was a director orofficer of Bancorp, by reason of any action taken by him/her or of any inaction onhis/her part while acting as such director or officer or by reason of the fact thathe/she is or was serving at the request of Bancorp as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or other enterprise, whether or nothe/she is serving in such capacity at the time any liability or expense is incurred forwhich indemnification or reimbursement can be provided under this Agreement.(b) The term “Expenses” includes, without limitation thereto, expenses of investigations, ofjudicial or administrative proceedings or appeals, attorneys’ fees and disbursements and anyexpenses of establishing a right to indemnification under Paragraph 7 of this Agreement, but shallnot include the amount of judgments, settlements, fines or penalties actually levied against theIndemnitee.**3. ****Indemnity in Third Party Proceedings****.**Bancorp shall indemnify theIndemnitee in accordance with the provisions of this section if the Indemnitee is a party to orthreatened to be made a party to or otherwise involved in any Proceeding (other than a Proceedingby or in the right of Bancorp to procure a judgment in its favor), by reason of the fact that theIndemnitee is or was a director, officer, employee or agent of Bancorp or is or was serving at therequest of Bancorp as a director, officer, employee or agent of another corporation, partnership,joint venture, trust or other enterprise, against all Expenses, judgments, fines, settlements andother amounts actually and reasonably incurred by the Indemnitee in connection with suchProceeding, provided it is determined pursuant to Paragraph 7 of this Agreement or by the courtbefore which such action was brought or by the shareholders of Bancorp in the manner prescribed bySection 317, that the Indemnitee acted in good faith and in a manner which he/shereasonably believed to be in the best interests of Bancorp and, in the case of a criminalproceeding, in addition, had no reasonable cause to believe that his/her conduct wasunlawful. The termination of any such Proceeding by judgment, order of court, settlement,conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create apresumption that the Indemnitee did not act in good faith and in a manner which he/shereasonably believed to be in the best interests of Bancorp, and with respect to any criminalproceeding, that such person had reasonable cause to believe that his/her conduct wasunlawful.
 
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**4. ****Indemnity in Proceedings by or in the Right of Bancorp****.**Bancorp shall indemnify theIndemnitee in accordance with the provisions of this section if the Indemnitee is a party to orthreatened to be made a party to or otherwise involved in any Proceeding by or in the right ofBancorp to procure a judgment in its favor by reason of the fact that the Indemnitee is or was adirector, officer, employee or agent of Bancorp or is or was serving at the request of Bancorp as adirector, officer, employee or agent of another corporation, partnership, joint venture, trust orother enterprise against all Expenses actually and reasonably incurred by the Indemnitee inconnection with the defense or settlement of such Proceeding, provided it is determined pursuant toParagraph 7 of this Agreement or by the court before which such action was brought or by theshareholders of Bancorp in the manner prescribed by Section 317, that the Indemnitee acted in goodfaith and in a manner which he/she believed to be in the best interests of Bancorp and itsshareholders. Notwithstanding the foregoing, no indemnification shall be made under this Paragraph4:(a) in respect of any claim, issue or matter as to which the Indemnitee shall have beenadjudged to be liable to Bancorp, unless and only to the extent that the court in which suchProceeding is or was pending shall determine upon application that, in view of all thecircumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for suchExpenses as such court shall determine;(b) of amounts paid in settling or otherwise disposing of a pending action without courtapproval;(c) of Expenses incurred in defending a pending action which is settled or otherwise disposedof without court approval; or(d) in respect of any act, omission or transaction set forth in Section 204(a)(10)(A)(i)-(vii)of the California Corporations Code.**5. ****Indemnification of Expenses of Successful Party****.**Notwithstanding any otherprovision of this Agreement, to the extent that the Indemnitee has been successful on the merits indefense of any Proceeding or in defense of any claim, issue or matter therein, the Indemnitee shallbe indemnified against all Expenses actually and reasonably incurred in connection therewith.**6. ****Advances of Expenses****.**The Expenses incurred by the Indemnitee pursuant toParagraphs 3 and 4 in defending any Proceeding shall be paid by Bancorp in advance of the finaldisposition of such Proceeding at the written request of the Indemnitee, if the Indemnitee shallprovide an undertaking in the form attached hereto as Exhibit “A” to Bancorp to repay such amountunless it is ultimately determined that the Indemnitee is entitled to the payment of Expenses. Thewritten request to Bancorp shall include a description of the nature of the Proceeding and beaccompanied by copies of any documents filed with a court relating to the Proceeding.Notwithstanding the foregoing or any other provision of this Agreement, no advance shall bemade by Bancorp if a determination is reasonably and promptly made by the Board of Directors by amajority vote of a quorum of disinterested directors, or (if such a quorum is not obtainable or,even if obtainable, a quorum of disinterested directors so directs) by independent legal counsel,that, based upon the facts known to the Board of Directors or counsel at the time suchdetermination is made, (a) the Indemnitee acted in bad faith or deliberately breachedhis/her duty to Bancorp or its shareholders, and (b) as a result of such actions by theIndemnitee, it is more likely than not that it will ultimately be determined that the Indemnitee isnot entitled to indemnification under the terms of this Agreement.
 
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**7. ****Rights of the Indemnitee to Indemnification Upon Application; Procedure UponApplication****.**To the extent a quorum of the Board of Directors of Bancorp consisting ofdirectors who were or are not parties to a Proceeding is obtainable, the Board of Directors shalldetermine within 45 days after receipt of the written request of the Indemnitee for indemnificationwhether the Indemnitee has met the relevant standards for indemnification set forth in Paragraphs 3and 4 and, if it determines that such standards have been met, it shall provide indemnification tothe Indemnitee.Notwithstanding the foregoing, the Indemnitee may request independent counsel or may bringsuit in the court in which such Proceeding is or was pending to determine whether the Indemnitee isentitled to indemnification as provided by this Agreement. The Indemnitee’s expenses incurred inconnection with successfully establishing his/her right to indemnification, in whole or inpart, shall also be indemnified by Bancorp.**8. ****Partial Indemnification****.**If the Indemnitee is entitled under any provision of thisAgreement to indemnification by Bancorp for some or a portion of the Expenses, judgments, fines,settlements or other amounts actually and reasonably incurred by him/her in theinvestigation, defense, appeal or settlement of any Proceeding but not, however, for the totalamount thereof, Bancorp shall nevertheless indemnify the Indemnitee for the portion of suchExpenses, judgments, fines, settlements or other amounts to which the Indemnitee is entitled.**9. ****Directors’ and Officers’ Liability Insurance****.**The obtaining of directors’ andofficers’ liability insurance (“D&O Coverage”) at the expense of and by Bancorp shall in no waylimit or diminish the obligation of Bancorp to indemnify the Indemnitee as provided in thisAgreement; provided, however, that any amounts actually recovered by the Indemnitee from theinsurer providing D&O Coverage shall be applied in reduction of amounts otherwise owing by Bancorpby reason of its indemnification under this Agreement and if Bancorp pays any amounts to theIndemnitee pursuant to this Agreement, Bancorp shall be subrogated to the Indemnitee’s rights andclaims against the insurer providing D&O Coverage and the Indemnitee shall execute such documentsas Bancorp shall deem necessary to reflect such subrogation.**10.****Settlement of Claims****.**(a) If Bancorp has not obtained D&O Coverage, the Indemnitee shall not settle any Proceedingfor which he/she intends to seek indemnification hereunder without first attempting toobtain the approval of Bancorp. If the Indemnitee seeks such approval and such approval is notgranted by Bancorp, the Indemnitee shall be free to settle the Proceeding and pursue any proceduresto establish his/her right to indemnification as provided under this Agreement. If theIndemnitee seeks such approval and such approval is not granted by Bancorp, but Bancorp agrees toindemnify the Indemnitee, subject to Paragraph 4 herein, against any Expenses, judgments, fines,settlements or other amounts actually and reasonably incurred by the Indemnitee in connection withsuch Proceeding, the Indemnitee shall not settle such Proceeding. If, however, under suchcircumstances the Indemnitee does settle such Proceeding, the Indemnitee shall forfeithis/her rights to indemnification under this Agreement.
 
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(b) If Bancorp has obtained D&O Coverage, the Indemnitee shall not settle any Proceeding forwhich he/she intends to seek indemnification without first attempting to obtain anyapproval required with respect to such settlement by the insurance carrier of any applicable D&OCoverage. If the Indemnitee seeks such approval and such approval is not granted by the insurancecarrier of any applicable D&O Coverage, the Indemnitee shall not settle such Proceeding withoutthen attempting to obtain the approval of Bancorp. In the event the Indemnitee seeks such approvalfrom Bancorp, Bancorp and the Indemnitee shall have the same rights and obligations as set forth inParagraph 10(a). If the Indemnitee seeks such approval from Bancorp and such approval is granted,Bancorp shall be subrogated to the Indemnitee’s rights and claims against the insurance carrier ofany applicable D&O Coverage and the Indemnitee shall execute such documents as Bancorp shall deemnecessary to effect such subrogation.**11. ****Mutual Acknowledgment****.**Both Bancorp and the Indemnitee acknowledge that incertain instances, Federal law or applicable public policy may prohibit Bancorp from indemnifyingthe Indemnitee under this Agreement or otherwise.**12. ****Successors and Assigns****.**This Agreement shall be binding upon Bancorp and itssuccessors and assigns and shall inure to the benefit of the Indemnitee and the Indemnitee’sspouse, heirs, executors and administrators.**13. ****Savings Clause****.**If this Agreement or any portion thereof be invalidated on anyground by any court of competent jurisdiction, then Bancorp shall nevertheless indemnify theIndemnitee as to Expenses, judgments, fines, settlements or other amounts with respect to anyProceeding to the fullest extent permitted by any applicable portion of this Agreement that shallnot have been invalidated or by any other applicable law.**14. ****Governing Law****.**This Agreement shall be governed by and construed in accordancewith the laws of the State of California.**15. ****Notices****.**The Indemnitee shall, as a condition precedent to his/herright to be indemnified under this Agreement, give to Bancorp notice in writing as soon aspracticable of any claim made against him/her for which indemnification will or could besought under this Agreement. Notice to Bancorp shall be directed to Plumas Bancorp, 35 S. LindanAvenue, Quicny, California 95971, Attention: President (or such other address as Bancorp shalldesignate in writing to the Indemnitee).**16. ****Modification and Amendment****.**No amendment, modification, termination orcancellation of this Agreement, except as permitted pursuant to Section 11 above, shall be effectedunless in writing signed by both parties hereto.
 
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year set forthabove.           **Indemnitee**  **Plumas Bancorp**           By:     By:          Its:               
 
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**EXHIBIT A****Plumas Bancorp****Undertaking**   TO:                                         , President  Plumas Bancorp  35 S. Lindan Avenue  Quincy, California 95971I,                     , a director or officer of Plumas Bancorp, a California corporation,pursuant to Section 317(f) of the California Corporations Code and the terms of my IndemnificationAgreement with Plumas Bancorp agree to repay Plumas Bancorp for all Expenses advanced on my behalfin defense of any Proceeding or in defense of any claim, issue or matter therein, prior to thedisposition of such Proceeding, unless it shall be ultimately determined that I am entitled toindemnification under Section 317 of the California Corporations Code or Plumas Bancorp’s Articlesof Incorporation, Bylaws or my Indemnification Agreement.Dated:                                         **Indemnitee**By                                         
 
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