Filed by Bowne Pure Compliance






Exhibit 4.2




THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY
THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL
OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.



THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A
SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO
THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT
MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR
OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.



The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:



	 	 	 	 	 	 	 	 	 
	TEN COM

	 	-     as tenants in common

	 	UNIF GIFT MIN ACT-
	 	Custodian
	TEN ENT

	 	-     as tenants by the
entireties

	 	 	 	(CUST)
	 	(Minor)
	JT TEN

	 	-     as joint
tenants with right of
survivorship

	 	under Uniform Gifts to Minors Act
	 
	 

	 	and not as tenants in common

	 	UNIF TRF MIN ACT
	 	(STATE)
Custodian
(until age __).
	 

	 	 	 	 	 	(CUST)

(MINOR)	 	 
	 	 	 	 	under Uniform Transfers
to Minors Act
                           
	 

	 	 	 	 	 	 	(STATE)
	Additional abbreviations may also be used though not in the above list.	 	 






For Value Received,                      hereby sell, assign and transfer unto



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE



 
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)



 


  shares


 

of the
capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint



  Attorney

to transfer the said stock on the books of the within named Corporation with full power of
substitution in the premises.



	 	 	 	 	 
	Dated:                      20
 _____ 


	 	 	 	 
	 

	 	 

Signature:
	 	 
	 
	 	 	 	 
	 

	 	 

Signature:
	 	 
	SIGNATURE(S) GUARANTEED:

	 	NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.	 	 






	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and
Loan Associations and Credit Unions) WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15.






 


 










 









	TRANSFER OF THIS CERTIFICATE




	IS RESTRICTED




	SEE LEGEND ON REVERSE SIDE




	Fixed Rate Cumulative
perpetual preferred stock, Series
a NO PAR VALUE




	PLUMAS BANCORP Shares 11,949




	THIS CERTIFIES THAT UNITED STATES DEPARTMENT OF
TREASURY




	IS THE OWNER OF




	** ELEVEN THOUSAND
NINE HUNDRED FORTY NINE SHARES
**




	FULLY PAID AND
NON-ASSESSABLE SHARES OF THE FIXED RATE
CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A OF




	Plumas Bancorp transferable in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate and the shares represented herby tare subject to
the previsions of the Articles of Incorporation, all amendments thereto, and the Bylaws of the
Corporation, and to the rights, preferences and voting powers of the Preferred stock of the
corporation now or hereafter outstanding; the terms of all such
provision, rights, preferences and
voting power being incorporated herein by references.




	IN WITNESS THEREOF,
Plumas Bancorp has caused this certificate to be executed by signatures of its
duly authorized officers.




	DATED JANUARY 30, 2009