Warrant Repurchase Agreement



 Exhibit 10.2 
 UNITED STATES DEPARTMENT OF THE TREASURY 
 1500 Pennsylvania Avenue, NW 

Washington, D.C. 20220 
 January 16, 2013 
 Ladies and Gentlemen: 

Reference is made to that certain letter agreement (the “Repurchase Letter 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 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/ Timothy G. Massad

	Title:	 	Assistant Secretary for Financial Stability
	
	HOPFED BANCORP, INC.
		
	By:	 	 /s/ John E. Peck

	Title:	 	President and Chief Executive Officer









 SCHEDULE A 

 

			
	 Company Information:
	  	
		
	 Name of the Company:
	  	HopFed Bancorp, Inc.
		
	 Corporate or other organizational form of the Company:
	  	Corporation
		
	 Jurisdiction of organization of the Company:
	  	Delaware
		
	 Information related to the Preferred Share Repurchase:
	  	
		
	 Date of Repurchase Letter Agreement for the repurchase of 18,400 of the Preferred Shares:
	  	December 19, 2012
		
	 Terms of the Warrant Repurchase:
	  	
		
	 Date of Warrant Repurchase Notice:
	  	January 3, 2013
		
	 Aggregate purchase price for the Warrant:
	  	$256,257.00