Exhibit 10.1
    

    

    

    
      UNITED STATES DEPARTMENT OF THE TREASURY
1500 Pennsylvania Avenue, NW
Washington,
      D.C. 20220

    

    

    

    

    

    
      November 4, 2009

    

    

    

    
      Ladies and Gentlemen:
    

    
      Reference is made to that certain Letter Agreement incorporating the
      Securities Purchase Agreement – Standard Terms (the “Securities
      Purchase Agreement”), 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 Securities Purchase Agreement.  Pursuant to the Securities
      Purchase Agreement, at the Closing, the Company issued to the Investor
      the number of shares of the series of its preferred stock set forth on
      Schedule A hereto (the “Preferred Shares”) and a warrant to
      purchase the number of shares of its common stock set forth on Schedule
      A hereto (the “Warrant”).   
    

    
      In connection with the consummation of the repurchase (the “Repurchase”)
      by the Company from the Investor, on the date hereof, of the number of
      Preferred Shares listed on Schedule A hereto (the “Repurchased
      Preferred Shares”), as permitted by the Emergency Economic
      Stabilization Act of 2008, as amended by the American Recovery and
      Reinvestment Act of 2009:
    

    
      (a)      The Company hereby acknowledges receipt from the Investor of
      the share certificate(s) set forth on Schedule A hereto representing the
      Preferred Shares; 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
      Repurchased Preferred Shares at a price per share equal to the
      Liquidation Amount per share, together with any accrued and unpaid
      dividends to, but excluding, the date hereof.
    

    
      The Investor and the Company hereby agree that, notwithstanding Section
      4.4 of the Securities Purchase Agreement, immediately following
      consummation of the Repurchase, but subject to compliance with
      applicable securities laws, the Investor shall be permitted to Transfer
      all or a portion of the Warrant or Substitute Warrant (as defined below)
      with respect to, and/or exercise the Warrant or Substitute Warrant for,
      all or a portion of the number of shares of Common Stock issuable
      thereunder, at any time and without limitation, and Section 4.4 of the
      Securities Purchase Agreement shall be deemed to be amended in order to
      permit the foregoing.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      The Company shall take all steps as may be reasonably requested by the
      Investor to facilitate any such Transfer.
    

    
      In addition, the Company agrees that within 15 calendar days of the date
      hereof the Company shall either (a) deliver to the Investor a notice of
      intent to repurchase the Warrant in accordance with Section 4.9(b) of
      the Securities Purchase Agreement (the “Warrant Repurchase
      Notice”), or (b) issue and deliver to the Investor a new warrant, in
      substantially the form of the Warrant, except with the deletion of
      Section 13(H) thereof, to purchase the number of shares of Common Stock
      into which the Warrant is then exercisable (the “Substitute
      Warrant”), which Substitute Warrant shall be deemed the “Warrant”
      for all purposes under the Securities Purchase Agreement.
    

    
      In the event that the Company delivers a Warrant Repurchase Notice and
      the Company and the Investor fail to agree on the Fair Market Value of
      the Warrant pursuant to the procedures (including the Appraisal
      Procedure), and in accordance with the time periods, set forth in
      Section 4.9(c) of the Securities Purchase Agreement or the Company
      revokes the delivery of such Warrant Repurchase Notice, then the Company
      shall deliver a Substitute Warrant to the Investor within 5 calendar
      days of the earlier of the failure to agree on the Fair Market Value and
      the revocation of the Warrant Repurchase Notice.
    

    
      Effective as of the date of receipt of the Substitute Warrant, if
      applicable, the Investor hereby provides notice, pursuant to Section
      4.5(p) of the Securities Purchase Agreement, of its intention to sell
      the Substitute Warrant.
    

    
      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.
    

    

    

    

    

    
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      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:
          

        	
          
             
          

        	

        
	

        	
          
            Name:
          

        	

        	

        
	

        	
          
            Title:
          

        	

        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	
          
            BANK OF THE OZARKS, INC.
          

        	

        
	

        	

        	

        	
           
        
	

        	
          
            By:
          

        	
           
        	

        
	

        	
          
            Name:
          

        	

        	

        
	

        	
          
            Title: