**Exhibit 99.2**

 

**Certificationpursuant to Section 111 (b) (4) of the Emergency EconomicStabilization Act of 2008**

**asamended by the American Recovery and Reinvestment Act of 2009**

 

“I, Frank Perez, Chief FinancialOfficer of Tennessee Commerce Bancorp, Inc. (“the “Company”), certify,based on my knowledge, that:

 

(i)                                     The compensation committee of the Companyhas discussed, reviewed, and evaluated with senior risk officers at least everysix months during the period beginning on the later of September 14, 2009,or ninety days after the closing date of the agreement between the TARPrecipient and Treasury and ending with the last day of the TARP recipient’sfiscal year containing that date (the applicable period), the senior executiveofficer (“SEO”) compensation plans and the employee compensation plans and therisks these plans pose to the Company;

 

(ii)                                  The compensation committee of the Companyhas identified and limited during the applicable period any features of the SEOcompensation plans that could lead SEOs to take unnecessary and excessive risksthat could threaten the value of the Company, and during that same applicableperiod has identified any features of the employee compensation plans that poserisks to the Company and has limited those features to ensure that the Companyis not unnecessarily exposed to risks;

 

(iii)                               The compensation committee has reviewed,at least every six months during the applicable period, the terms of eachemployee compensation plan and identified any features of the plan that couldencourage the manipulation of reported earnings of the Company to enhance thecompensation of an employee, and has limited any such features;

 

(iv)                              The compensation committee of the Companywill certify to the reviews of the SEO compensation plans and employeecompensation plans required under (i) and (iii) above;

 

(v)                                 The compensation committee of the Companywill provide a narrative description of how it limited during any part of themost recently completed fiscal year that included a TARP period the featuresin:

 

(A)                              SEO compensation plans that could leadSEOs to take unnecessary and excessive risks that could threaten the value ofthe Company;

 

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

 

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

 

(vi)                              The Company has required that bonuspayments, as defined in the regulations and guidance established under section111 of EESA (bonus payments), of the SEOs and 20 next most highly compensatedemployees be subject to a recovery or “clawback” provision during any part ofthe most recently completed fiscal year that was a TARP period if the bonuspayments were based on materially inaccurate financial statements or any othermaterially inaccurate performance metric criteria;

 

(vii)                           The Company has prohibited any goldenparachute payment, as defined in the regulations and guidance established undersection 111 of EESA, to an SEO or any of the next five most highly compensatedemployees during the period beginning on the later of the closing date of theagreement between the TARP recipient and Treasury or June 15, 2009 andending with the last day of the TARP recipient’s fiscal year containing thatdate;

 

(viii)                        The Company has limited bonus payments toits applicable employees in accordance with section 111 of EESA and theregulations and guidance established thereunder during the period beginning onthe later of the closing date of the agreement between the TARP recipient andTreasury or June 15, 2009 and ending with the last day of the TARPrecipient’s fiscal year containing that date;

 

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(ix)                                The board of directors of the Company hasestablished an excessive or luxury expenditures policy, as defined in theregulations and guidance established under section 111 of EESA, by the later ofSeptember 14, 2009, or ninety days after the closing date of the agreementbetween the TARP recipient and Treasury; this policy has been provided toTreasury and its primary regulatory agency; the Company and its employees havecomplied with this policy during the applicable period; and any expenses that,pursuant to this policy, required approval of the board of directors, acommittee of the board of directors, an SEO, or an executive officer with asimilar level of responsibility were properly approved;

 

(x)                                   The Company will permit a non-bindingshareholder resolution in compliance with any applicable Federal securities rules andregulations on the disclosures provided under the Federal securities lawsrelated to SEO compensation paid or accrued during the period beginning on thelater of the closing date of the agreement between the TARP recipient andTreasury or June 15, 2009 and ending with the last day of the TARPrecipient’s fiscal year containing that date;

 

(xi)                                The Company will disclose the amount,nature, and justification for the offering during the period beginning on thelater of the closing date of the agreement between the TARP recipient andTreasury or June 15, 2009 and ending with the last day of the TARPrecipient’s fiscal year containing that date of any perquisites, as defined inthe regulations and guidance established under section 111 of EESA, whose totalvalue exceeds $25,000 for any employee who is subject to the bonus paymentlimitations identified in paragraph (viii);

 

(xii)                             The Company will disclose whether theCompany, the board of directors of the Company, or the compensation committeeof the Company has engaged during the period beginning on the later of theclosing date of the agreement between the TARP recipient and Treasury or June 15,2009 and ending with the last day of the TARP recipient’s fiscal yearcontaining that date, a compensation consultant; and the services thecompensation consultant or any affiliate of the compensation consultantprovided during this period;

 

(xiii)                          The Company has prohibited the payment ofany gross-ups, as defined in the regulations and guidance established undersection 111 of EESA, to the SEOs and the next 20 most highly compensatedemployees during the period beginning on the later of the closing date of theagreement between the TARP recipient and Treasury or June 15, 2009 andending with the last day of the TARP recipient’s fiscal year containing thatdate;

 

(xiv)                         The Company has substantially compliedwith all other requirements related to employee compensation that are providedin the agreement between the Company and Treasury, including any amendments;

 

(xv)                            The Company has submitted to Treasury acomplete and accurate list of the SEOs and the 20 next most highly compensatedemployees for the current fiscal year and the most recently completed fiscalyear, with the non-SEOs ranked in descending order of level of annualcompensation, and with the name, title, and employer of each SEO and mosthighly compensated employee identified; and

 

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

 

 
| Date:  | March 9, 2010                    |   | /s/  Frank Perez |
|--------|---------------------------------------|--------|------------------|
|   | Frank Perez, Chief  Financial Officer |

 

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