**Exhibit 99.2**

 

**CERTIFICATION PURSUANT TO SECTION 111(b)(4)OF THE EMERGENCY ECONOMIC STABILIZATIONACT OF 2008, AS AMENDED**

 

**(PRINCIPAL FINANCIAL OFFICER)**

 

**CERTIFICATION**

 

I,Richard A. McCarty, certify, based on my knowledge, that:

 

(i)    Thecompensation committee of Oak Valley Bancorp (the “Company”) has discussed,reviewed, and evaluated with senior risk officers at least every six monthsduring the period beginning on September 14, 2009, or ninety days afterthe closing date of the agreement between the Company and Treasury and endingwith the last day of the Company’s fiscal year containing that date (theapplicable period), the senior executive officer (SEO) compensation plans andthe employee compensation plans and the risks these plans pose to the Company;

 

(ii)   Thecompensation committee of the Company has identified and limited during theapplicable period any features of the SEO compensation plans that could leadSEOs to take unnecessary and excessive risks that could threaten the value ofthe Company, and during the same applicable period has identified any featuresin the employee compensation plans that pose risks to the Company and haslimited those features to ensure that the Company is not unnecessarily exposedto risks;

 

(iii)  Thecompensation committee has reviewed at least every six months during theapplicable period the terms of each employee compensation plan and identifiedthe features in the plan that could encourage the manipulation of reportedearnings of the Company to enhance the compensation of an employee, and haslimited these features;

 

(iv)  Thecompensation committee of the Company will certify to the reviews of the SEOcompensation plans and employee compensation plans required under (i) and (iii) above;

 

(v)   Thecompensation committee of the Company will provide a narrative description ofhow it limited during any part of the most recently completed fiscal year thatwas a TARP period the features in

 

(A)  SEOcompensation plans that could lead SEOs to take unnecessary and excessive risksthat could threaten the value of the Company;

 

(B)  Employeecompensation plans that unnecessarily expose the Company to risks; and

 

(C)  Employeecompensation plans that could encourage the manipulation of reported earningsof the Company to enhance the compensation of an employee;

 

(vi)  TheCompany has required that bonus payments to SEOs or any of the next twenty mosthighly compensated employees, as defined in the regulations and guidanceestablished under section 111 of EESA, be subject to a recovery or “clawback”provision during any part of the most recently completed fiscal year that was aTARP period if the bonus payments were based on materially inaccurate financialstatements or any other materially inaccurate performance metric criteria;

 

(vii) TheCompany has prohibited any golden parachute payment, as defined in theregulations and guidance established under section 111 of EESA, to a SEOor any of the next five most highly compensated employees during the periodbeginning on the later of the closing date of the agreement between the Companyand Treasury or June 15, 2009 and ending with the last day of the Company’sfiscal year containing that date;

 

(viii)  TheCompany has limited bonus payments to its applicable employees in accordancewith section 111 of EESA and the regulations and guidance establishedthereunder during the period beginning on the later of the closing date of theagreement between the Company and Treasury or June 15, 2009 and endingwith the last day of the Company’s fiscal year containing that date;

 

(ix)  Theboard of directors of the Company has established an excessive or luxuryexpenditures policy, as defined in the regulations and guidance establishedunder section 111 of EESA, by the later of September 14, 2009, orninety days after the closing of the agreement between the Company andTreasury. This policy has been provided to Treasury and the Company’s primaryregulatory agency. The Company and its employees have complied with this policyduring the applicable period; and any expenses that pursuant to this policy,required approval of the board of directors, a director, an SEO, or anexecutive officer with a similar level or responsibility were properlyapproved;

 

(x)   TheCompany will permit a non-binding shareholder resolution in compliance with anyapplicable Federal securities rules and regulations on the disclosuresprovided under the Federal securities laws related to SEO compensation paid oraccrued during the period beginning on the later of the closing date of theagreement between the Company and Treasury or June 15, 2009 and endingwith the last day of the Company’s fiscal year containing that date;

 

(xi)  TheCompany will disclose the amount, nature, and justification for the offeringduring the period beginning on the later of the closing date of the agreementbetween the Company and Treasury or June 15, 2009 and ending with the lastday of the Company’s fiscal year containing that date of any perquisites, asdefined in the regulations and guidance established under section 111 ofEESA, whose total value exceeds $25,000 for each employee subject to the bonuspayment limitations identified in paragraph (viii);

 

(xii) TheCompany will disclose whether the Company, the board of directors of the Company,or the compensation committee of the Company has engaged during the periodbeginning on the later of the closing date of the agreement between the Companyand Treasury or June 15, 2009 and ending with the last day of the Company’sfiscal year containing that date, a compensation consultant; and the servicesthe compensation consultant or any affiliate of the compensation consultantprovided during this period;

 

(xiii)  TheCompany has prohibited the payment of any gross-ups, as defined in theregulations and guidance established under section 111 of EESA, to theSEOs and the next twenty most highly compensated employees during the periodbeginning on the later of the closing date of the agreement between the Companyand Treasury or June 15, 2009 and ending with the last day of the Company’sfiscal year containing that date;

 

(xiv)   TheCompany has substantially complied with all other requirements related toemployee compensation that are provided in the agreement between the Companyand Treasury, including any amendments;

 

(xv) TheCompany has submitted the to Treasury a complete and accurate list of the SEOsand the next twenty most highly compensated employees for the current fiscalyear and the most recently completed fiscal year, with the non-SEOs ranked indescending order of level of annual compensation, and with the name, title, andemployer of each SEO and most highly compensated employee identified; and

 

(xvi)   Iunderstand that a knowing and willful false or fraudulent statement made inconnection with this certification may be punished by fine, imprisonment, orboth.

 

 
| Dated: April 20,  2010 | /s/ RICHARD A.  MCCARTY  |
|-----------------------------|-------------------------------|
|                        | Richard A. McCarty            |
|                        | Executive  Vice-President and |
|                        | Chief Financial Officer       |
|                        | Oak Valley Bancorp            |

 

----