Exhibit
99.2





Heritage
Oaks Bancorp


Annual
Report on Form 10-K


For the
Year Ended December 31, 2009





Certification
of Principal Executive Officer





I,
Margaret A. Torres, certify, based on my knowledge, that:





(i) The
Compensation Committee of Heritage Oaks Bancorp (the “Company”) has discussed,
reviewed, and evaluated with senior risk officers at least every six months
during the period beginning on the later of September 14, 2009, or ninety
days after the closing date of the agreement between the TARP recipient and
Treasury and ending with the last day of the TARP recipient’s fiscal year
containing that date (the applicable period), senior executive officer (“SEO”)
compensation plans and employee compensation plans and the risks these plans
pose to the Company;





(ii) The
Compensation Committee has identified and limited during any part of the
applicable period, any features of the SEO compensation plans that could lead
SEOs to take unnecessary and excessive risks that could threaten the value of
the Company and during that same applicable period has identified any features
of the employee compensation plans that pose risks to the Company and has
limited those features to ensure that the Company is not unnecessarily exposed
to risks;





(iii) The
Compensation Committee has reviewed at least every six months during the
applicable period, the terms of each employee compensation plan and identified
the features of the plan that could encourage the manipulation of reported
earnings of the Company to enhance the compensation of an employee and has
limited such features;





(iv) The
Compensation Committee will certify to the reviews of the SEO compensation plans
and employee compensation plans required under (i) and (ii) above;





(v) The
Compensation Committee will provide a narrative description of how it limited
during any part of the most recently completed fiscal year that included a TARP
period the features in:





(A)
            SEO
      compensation plans that could lead SEOs to take unnecessary and excessive
      risks that could threaten the value of the
  Company;





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





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





(vi) The
Company has required that bonus payments as defined in the regulations and
guidance under section 111 of the Emergency Economic Stabilization Act of 2008
(“EESA”) (“bonus payments”) of the SEOs and twenty next most highly compensated
employees be subject to a recovery or “clawback” provision during any part of
the most recently completed fiscal year that was a TARP period if the bonus
payments were based on materially inaccurate financial statements or any other
materially inaccurate performance metric criteria;





(vii) The
Company has prohibited any golden parachute payment, as defined in the
regulations and guidance established under section 111 of EESA, to an SEO or any
of the next five most highly compensated employees during the applicable
period;





(viii)
The Company has limited bonus payments to its applicable employees in accordance
with section 111 of EESA and the regulations and guidance established thereunder
during the applicable period;





(ix) The
board of directors of the Company has established an excessive or luxury
expenditures policy, as defined int eh regulations and guidance established
under section 111 of EESA, by the later of September 14, 2009, or ninety days
after the closing date of the agreement between the Company and Treasury; this
policy has been provided to Treasury and its primary regulatory agency; the
Company and its employees have complied with this policy during the applicable
period; and any expenses that, pursuant to this policy, required approval of the
board of directors, a committee of the board of directors, an SEO, or an
executive officer with a similar level of responsibility were properly
approved;








(x) The
Company will permit a non-biding shareholder resolution in compliance with any
applicable Federal securities rules and regulations on the disclosures provided
under the Federal securities laws related to SEO compensation paid or accrued
during the applicable period;





(xi) The
Company will disclose the amount, nature, and justification for the offering,
during the applicable period, of any perquisites, as defined in the regulations
and guidance established under section 111 of EESA, whose total value exceeds
$25,000 for any employee who is subject to the bonus payment limitations
identified in paragraph (viii);





(xii) The
Company will disclose whether the Company, the Board of Directors, or the
Compensation Committee has engaged, during the applicable period, a compensation
consultant; and the services the compensation consultant or any affiliate of the
compensation consultant provided during this period;





(xiii)
The Company has prohibited the payment of any gross-ups, as defined in the
regulations and guidance established under section 111 of EESA, to the SEOs and
the next twenty most highly compensated employees during the applicable
period;





(xiv) The
Company has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between the Company and
Treasury, including any amendments:





(xv) The
Company has submitted to Treasury a complete and accurate list of the SEOs and
the twenty next most highly compensated employees for the current fiscal year,
with the non-SEOs ranked in descending order of level of annual compensation,
and with the name, title, and employer of each SEO and most highly compensated
employee identified; and





(xvi) I
understand that a knowing and willful false or fraudulent statement made in
connection with this certification may be punished by fine, imprisonment, or
both.





Dated:
      March 31, 2010
              /s/ Margaret A. TorresMargaret
      A. TorresExecutive
      Vice President and
                Chief
      Financial and
                Principal
      Accounting Officer


2