UNITED STATES DEPARTMENT OF THE TREASURY

Exhibit 10.2

UNITED STATES DEPARTMENT OF THE TREASURY

0000 Xxxxxxxxxxxx Xxxxxx, XX

Washington, D.C. 20220

September 28, 2011

Ladies and Gentlemen:

Reference is made to that certain letter agreement (the “Repurchase Letter Agreement[s]”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”).  Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.

As documented by the Repurchase Letter Agreement, the Company has completed the repurchase from the Investor of all of the Preferred Shares issued to the Investor pursuant to the Securities Purchase Agreement.  Following such time, the Company delivered a Warrant Repurchase Notice dated as of the date set forth on Schedule A hereto to the Investor.  In connection with the consummation, on the date hereof, of the repurchase of the Warrant by the Company from the Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement:

(a) The Company hereby acknowledges receipt from the Investor of the Warrant; and

(b) The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Warrant, determined in accordance with Section 4.9 of the Securities Purchase Agreement.

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.  Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

	UNITED STATES DEPARTMENT OF THE TREASURY
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title: Assistant Secretary for Financial Stability
	COMPANY: OAK VALLEY BANCORP
	By:	/s/ Xxxxxxx X XxXxxxx
	Name: Xxxxxxx X XxXxxxx
	Title: Executive Vice President and Chief Financial Officer

SCHEDULE A

Company Information:

Name of the Company: Oak Valley Bancorp

Corporate or other organizational form of the Company: Corporation

Jurisdiction of organization of the Company: California

Information related to the Preferred Share Repurchase:

Date of Repurchase Letter Agreement for the repurchase of 13,500 of the Preferred Shares:

August 11, 2011

Terms of the Warrant Repurchase:

Date of Warrant Repurchase Notice: August 25, 2011, as amended on September 13, 2011

Aggregate purchase price for the Warrant: $560,000

Wire information for payment of purchase price for the Warrant: [Omitted]